<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               ESYNCH CORPORATION
               (Exact name of Company as specified in its charter)

            Delaware                                            87-0461856
---------------------------------                           ------------------
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                  15502 Mosher Avenue, Tustin, California 92780
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


            eSynch Stock Option Agreements with the Following Persons
              (month and year of grant indicated parenthetically):

                 Thomas Hemingway (3/00); James H. Budd (3/00);
        T. Richard Hutt (3/00); David Lyons (3/00) and Robert Way (4/99)

              eSynch Warrant Agreements with the Following Persons
              (month and year of grant indicated parenthetically):

               Donald C. Watters (1/99) and David P. Noyes (1/99)

            eSynch Consulting Agreements with the Following Persons:
            (month and year of Agreement indicated parenthetically):

                   Lee Puglisi (10/99) and Ryan Spencer (1/99)

                                Thomas Hemingway
                               eSynch Corporation
                               15502 Mosher Avenue
                            Tustin, California 92780
                            ------------------------
                     (Name and address of agent for service)

                                 (714) 258-1900
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------ --------------------- ------------------- -------------------------- ----------------------
                                                Proposed maximum       Proposed maximum
Title of securities to       Amount to be        offering price       aggregate offering            Amount of
     be registered          registered (1)       per share (2)             price (2)            registration fee
------------------------ --------------------- ------------------- -------------------------- ----------------------
<S>                      <C>                   <C>                 <C>                        <C>
 Common Stock, $0.001
       par value            823,700 shares          $13.688             $11,274,393.75              $2,976.44
------------------------ --------------------- ------------------- -------------------------- ----------------------
</TABLE>

1.   Each Stock Option Agreement for Thomas Hemingway, James Budd, T. Richard
     Hutt and David Lyons was issued pursuant to the 1997 Stock Incentive Plan
     of Intermark Corporation (an entity that merged with eSynch Corporation
     (the "Company")) and grants options to purchase 150,000, 117,000, 117,000
     and 11,700 shares of Common Stock respectively to the holder. The Stock
     Option Agreement for Robert Way was issued pursuant to an employment
     agreement with the Company and grants options to purchase 110,000 shares of
     Common Stock to the holder. The Warrant Agreements with Donald Watters and
     David Noyes were issued pursuant to Consulting Agreements with the Company
     and each grants the holder warrants to purchase 150,000 shares of Common
     Stock. Each Consulting Agreement with Lee Puglisi and Ryan Spencer grants
     the holder 40,000 and 3,000 shares of Common Stock respectively of which
     15,000 and 3,000 shares of Common Stock respectively are being registered.

2.   Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933 (as amended), on
     the basis of $13.688 per share, the average of the high and low prices of
     the Common Stock on the OTC Bulletin Board on March 21, 2000.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN AND AGREEMENT INFORMATION

         The documents containing the information required by Part I will be
sent or given to the persons listed on the cover page as specified by Rule
428(b)(1). Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in the registration statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act").

ITEM 2.  REGISTRANT INFORMATION

         Upon the written or oral request by a participant in any of the
agreements listed on the cover page, the Company will provide any of the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference into this Section 10(a)
prospectus), any documents required to be delivered to participants pursuant to
Rule 428(b) and other additional information about such agreements. All of such
documents and information will be available without charge. Any and all such
requests should be directed to the Company at 15502 Mosher Avenue, Tustin,
California 92780, telephone (714) 258-1900, attention: Corporate Secretary.

                                EXPLANATORY NOTE

         This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and Form S-3 pursuant to the Securities Act. The Form
S-8 portion of this Registration Statement will be used for offers of shares of
common stock, par value of $.001 per share (the "Common Stock"), of the Company,
pursuant to each of the agreements listed on the cover page. In accordance with
the Note to Part I of Form S-8, the information specified by Part I for Form S-8
has been omitted from this Registration Statement. The Reoffer Prospectus filed
as a part of this Registration Statement has been prepared in accordance with
the requirements of Part I of Form S-3 and will be used for reofferings or
resales of shares of Common Stock which are deemed to be control securities
which have been or will be acquired by control persons, or restricted
securities, pursuant to each of the agreements listed below.


                                      I-1
<PAGE>

                               REOFFER PROSPECTUS

                               ESYNCH CORPORATION

     150,000 shares of Common Stock under the Stock Option Agreement with Thomas
     Hemingway.

     117,000 shares of Common Stock under the Stock Option Agreement with James
     H. Budd.

     117,000 shares of Common Stock under the Stock Option Agreement with T.
     Richard Hutt.

     11,700 shares of Common Stock under the Stock Option Agreement with David
     Lyons.

     110,000 shares of Common Stock under the Stock Option Agreement with Robert
     Way.

     150,000 shares of Common Stock under the Warrant Agreement with Donald C.
     Watters, Jr.

     150,000 shares of Common Stock under the Warrant Agreement with David P.
     Noyes.

     15,000 shares of Common Stock under the Consulting Agreement with Lee
     Puglisi.

     3,000 shares of Common Stock under the Consulting Agreement with Ryan
     Spencer.

         The shares of common stock, $.001 par value (the "Common Stock"),
covered by this Reoffer Prospectus may be offered and sold to the public by
those stockholders of the Company listed above (the "Selling Stockholders"), all
of whom are "affiliates" (as that term is defined in Rule 405 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the
"Securities Act")) of the Company, with the exception of Messrs. Puglisi and
Spencer. The Selling Stockholders may sell a maximum of 823,700 shares of Common
Stock (the "Shares"). The Selling Stockholders acquired or will acquire the
Shares pursuant to their exercise of stock options or warrants granted to them,
or pursuant to the award of Common Stock, under the agreements listed above.

         All or a portion of the Shares may be offered for sale, from time to
time, on the Over-the-Counter ("OTC") Bulletin Board or otherwise, at prices and
terms then obtainable, or in negotiated transactions, subject to certain
limitations. However, any Shares covered by this Reoffer Prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 instead of pursuant to this Reoffer Prospectus. See "Plan of Distribution."

         We will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholders, but we will receive funds in connection with the
exercise of any stock options and warrants relating to such Shares. The Company
will use such funds for working capital. The Company will bear all expenses of
registration incurred in connection with this offering, but individual Selling
Stockholders will bear any brokerage commissions, discounts and other expenses
that they incur.

         Our Common Stock is listed on the OTC Bulletin Board under the symbol
"ESYN." On March 21, 2000, the last reported sale price of the Common Stock was
$13.844.

------------------------------------------------------------------------------
THESE ARE SPECULATIVE SECURITIES AND THIS INVESTMENT INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
------------------------------------------------------------------------------

         Neither the Securities and Exchange Commission (the "Commission") nor
any state securities commission has approved or disapproved of these securities
or passed upon the accuracy or the adequacy of the Prospectus.
Any representation to the contrary is a criminal offense.

         The date of this Reoffer Prospectus is March 21, 2000


                                       I-2
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
AVAILABLE INFORMATION.................................................................1


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................................2


PROSPECTUS SUMMARY....................................................................2


THE COMPANY...........................................................................3

   OUR BUSINESS.......................................................................3
   OUR HISTORY........................................................................3

THE OFFERING..........................................................................3


RISK FACTORS..........................................................................3

   WE HAVE A LIMITED OPERATING HISTORY AND REVENUES HAVE BEEN MINIMAL TO DATE.........4
   OUR FUTURE OPERATING RESULTS ARE UNPREDICTABLE.....................................4
   WE NEED ADDITIONAL CAPITAL.........................................................4
   MANAGEMENT OWNS A CONTROLLING INTEREST IN ESYNCH CORPORATION.......................5
   THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OPERATIONS........................5
   A FAILURE TO ATTRACT KEY PERSONNEL COULD ADVERSELY AFFECT OUR PLANS................5
   WE FACE COMPETITION IN THE MARKETS WE SERVE........................................5
   THERE IS A SPORADIC TRADING MARKET FOR OUR COMMON STOCK............................5
   VOLATILITY AND STOCK MARKET RISK...................................................6
   A LARGE AMOUNT OF SHARES WILL BECOME AVAILABLE FOR FUTURE SALE.....................6
   FUTURE ISSUANCES OF STOCK COULD ADVERSELY AFFECT HOLDERS OF COMMON STOCK...........6
   WE RUN A RISK OF SYSTEM CAPACITY CONSTRAINTS AND SYSTEM FAILURE....................6
   OUR INTERNET BUSINESS IS VULNERABLE TO THIRD PARTY MISCONDUCT......................6
   WE RELY ON TRADE SECRET PROTECTION TO PROTECT SOME OF OUR RIGHTS...................7
   WE WILL DEPEND ON ACCEPTANCE OF OUR BRAND NAMES....................................7
   WE NEED TO PROTECT OUR BUSINESS NAMES..............................................7
   WE COULD FACE LIABILITY FOR MATERIALS DISSEMINATED THROUGH THE INTERNET............7
   OUR EVOLVING BUSINESS PLAN MAY CHANGE..............................................7
   ADDITIONAL RISKS...................................................................8

FORWARD-LOOKING AND CAUTIONARY STATEMENTS.............................................9


USE OF PROCEEDS.......................................................................9


SELLING STOCKHOLDERS.................................................................10


PLAN OF DISTRIBUTION.................................................................11


LEGAL MATTERS........................................................................11


DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..12
</TABLE>


                                       i
<PAGE>

         eSynch, Electronic Digital Distribution, Kiss Software, Oxford Media
and all product or service names of eSynch used in this Prospectus are
unregistered trademarks, service marks and tradenames of eSynch. The logos
associated with such names are unregistered trademarks and service marks of
eSynch. Other brand names or trademarks appearing in this prospectus are the
property of their respective owners.

                              AVAILABLE INFORMATION

         The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith is required to file periodic reports, proxy statements and
other information with the Commission. The reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, Room
1024, N.W., Washington, D.C. 20549 and the Commission's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can also be obtained by mail from the public reference facilities of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. You may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. The Commission also maintains a
site on the World Wide Web that contains reports, proxy and information
statements and other information regarding registrants that file electronically.
The address of such site is http://www.sec.gov. See "Incorporation of Certain
Documents by Reference.

         The Company has filed with the Commission a Registration Statement on
Form S-8 under the Securities Act with respect to the Shares of Common Stock
offered by this Reoffer Prospectus. This Reoffer Prospectus does not contain all
the information set forth in or annexed as exhibits to the Registration
Statement. For further information with respect to the Company and the Shares of
Common Stock offered by this Reoffer Prospectus, reference is made to the
Registration Statement and to the financial statements, schedules and exhibits
filed as part thereof or incorporated by reference herein. Copies of the
Registration Statement, together with such financial statements, schedules and
exhibits, may be obtained from the public reference facilities of the Commission
at the addresses listed above, upon payment of the charges prescribed therefor
by the Commission. Statements contained in this Reoffer Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance, reference is made to the copy of such contract or
other documents, each such statement being qualified in its entirety by such
reference. Copies of such contracts or other documents, to the extent that they
are exhibits to this Registration Statement, may be obtained from the public
reference facilities of the Commission, upon the payment of the charges
prescribed therefor by the Commission.


                                       1
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission are
incorporated in and made part of this registration statement by reference,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference.

     (1)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999.

     (2)  The Company's Current Report on Form 8-K dated February 15, 2000.

     (3)  The Company's Current Report on Form 8-K dated February 8, 2000.

     (4)  The Company's Current Report on Form 8-K dated January 27, 2000.

     (5)  The Company's Current Report on Form 8-K dated October 15, 1999.

     (6)  The Company's Current Report on Form 8-K/A dated August 13, 1999.

     (7)  The Company's Current Report on Form 8-K dated April 19, 1999.

     (8)  The description of the Company's Common Stock, filed with the
          Commission on February 29, 2000 on Form SB-2 describing the Common
          Stock referred to herein, including any amendment or report filed to
          update the description.

         The Company undertakes to provide without charge to each person,
including any beneficial owner of Shares of Common Stock, to whom this Reoffer
Prospectus is delivered, on written or oral request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written or oral requests for such copies
should be directed to the Company, at 15502 Mosher Avenue, Tustin, California,
92780, telephone number (714) 258-1900.

                               PROSPECTUS SUMMARY

         This summary highlights information contained elsewhere in this Reoffer
Prospectus. This summary is not complete and may not contain all of the
information that you should consider before purchasing our Common Stock. Certain
statements made in this Reoffer Prospectus constitute "forward-looking
statements" under the Private Litigation Reform Act of 1995. See
"Forward-Looking Statements."

          In this prospectus, "eSynch," "we," "us" and "our" refer to eSynch
Corporation and its subsidiaries.


                                       2
<PAGE>

                                   THE COMPANY

OUR BUSINESS

         We provide advanced computer Internet utility programs and
video-on-demand products, and we market and sell software, hardware and video on
the Internet. We accomplish this through the development of Electronic Digital
Distribution ("EDD") technology that enables us to deliver software, video or
audio content from a wide range of sources. Our proprietary EDD system allows a
digital product to be wrapped in a secure digital envelope and distributed
across the Internet and cable and satellite networks. We also employ this system
in our online malls.

         Our target customers include dealers and resellers such as broadcasting
and telecommunications companies that may use our technology to distribute
electronic content on demand to their viewers or subscribers, as well as
end-users who have broadband connections to the Internet. We generate revenue by
selling digital content or software and by selling advertising space in our
digital delivery process, which allows for banner advertising.

         To date, our primary activities have consisted of raising capital, and
acquiring companies in the on-line, software and related areas.

OUR HISTORY

         We were incorporated in Delaware on December 21, 1988, under the name
Tri-Nem, Inc. On October 5, 1994, we changed our name to Innovus Corporation
("Innovus"). On August 5, 1998, we merged with Intermark Corporation
("Intermark"). We began a new business direction with the software publishing
and distribution business of Intermark and development of its proprietary EDD
technology. We changed our name to eSynch Corporation on November 9, 1998. We
have continued to expand our operations through acquisitions of other businesses
and internal growth.

         Our principal offices are located at 15502 Mosher Avenue, Tustin,
California, 92780 and our telephone number is (714) 258-1900.

                                  THE OFFERING

         The Selling Stockholders may offer and sell up to 823,700 Shares of
Common Stock under this Reoffer Prospectus. We will not receive any of the
proceeds from the sale of these Shares, but we will receive funds in connection
with the exercise of any stock options or warrants relating to such Shares. The
Company will use such funds for working capital. See "Use of Proceeds" and
"Selling Stockholders."

                                  RISK FACTORS

         Before you decide to purchase the Shares of Common Stock offered under
this Reoffer Prospectus, you should be aware that there are various risks,
including those described below. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occur, our business
could be harmed. In such case, the shares of our Common Stock that you purchase
could decline in value and you may lose all or part of your investment. You
should consider carefully these risk factors before you decide to purchase our
shares.


                                       3
<PAGE>

WE HAVE A LIMITED OPERATING HISTORY AND REVENUES HAVE BEEN MINIMAL TO DATE

         To date, we have generated only minimal revenues. We have only a
limited operating history on which our business can be evaluated and our
business must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in early stages of development
that are entering into new and rapidly evolving markets. These risks include the
following:

     -    The limited resources that we have to compete with more established
          competitors who have greater brand name recognition and greater
          resources.

     -    The need to raise additional capital to sustain operations and the
          absence of any assurance that such financing will be obtainable on
          acceptable terms when needed, if at all.

     -    The need to establish alliances or partnerships with established
          companies.

     -    The need to develop brand name recognition and to continually
          strengthen customer loyalty and satisfaction.

     -    Anticipated continued losses from operations.

     -    The difficulty of managing growth.

     -    The difficulty of anticipating and adapting to technological, market
          and other changes.

     -    The difficulty of attracting, integrating and motivating qualified
          personnel.

         We must, among other things, successfully implement and execute our
business strategy, continue to develop and upgrade our technology, enhance our
services and products to meet the needs of a changing market, and provide
superior customer service.

OUR FUTURE OPERATING RESULTS ARE UNPREDICTABLE

         Our operating results are unpredictable and we expect them to fluctuate
in the future due to a number of factors, many of which are outside our control.
These factors include:

     -    the ability of competitors to provide services and products that are
          competitive with our own.

     -    competition from larger companies with greater brand name recognition
          or greater financial, marketing or management resources than those
          available to us.

     -    adverse changes in consumer trends or general economic conditions.

     -    our ability to keep pace with technological developments.

         As a strategic response to changes in the competitive environment, we
may from time to time make certain decisions that temporarily harm our business.
As a result, our operating results at times may be below expectations. If this
happens, it is likely that the value of our Common Stock would decline.

WE NEED ADDITIONAL CAPITAL

         Our business model indicates that it is likely that we will incur
operating losses over the next several months. As a result of those losses and
the funds needed for managing acquisitions, working capital and infrastructure
development, we anticipate that we will have to raise substantial additional
capital to sustain our operations during this period. We may not be able to
obtain the financing that our business requires. Even if we can obtain financing
when it is needed, it may not be on favorable terms. In addition, a financing
could have the effect of reducing the percentage of our shares owned by our
existing stockholders, including investors purchasing shares pursuant to this
offering. A financing could have the additional effect of diluting or reducing
the value of the outstanding shares. We may sell shares or grant options or
warrants to buy shares at prices lower than the prevailing value of your shares.


                                       4
<PAGE>

MANAGEMENT OWNS A CONTROLLING INTEREST IN ESYNCH CORPORATION

         Our officers and directors currently own or control a substantial
majority of our outstanding Common Stock. If they act in concert, they will
continue to be able to exercise voting control over eSynch for the foreseeable
future and will be able to elect the entire Board of Directors and generally
determine our management policy. This management control could prevent, or make
more difficult, a sale of eSynch.

THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OPERATIONS

         Thomas Hemingway and others play a key role in our operations and in
the further development of our business. The loss of the services of any of them
could adversely impact our business and chances for success.

A FAILURE TO ATTRACT KEY PERSONNEL COULD ADVERSELY AFFECT OUR PLANS

         Our performance will greatly depend on our ability to hire, train,
retain and motivate additional officers and other key employees. However,
competition for highly skilled managerial, technical, marketing and customer
service personnel is intense. We may not be able to successfully attract,
integrate or retain sufficiently qualified personnel and, in that event, our
business could suffer.

WE FACE COMPETITION IN THE MARKETS WE SERVE

         There is intense competition among companies selling services and
products on the Internet. Increased competition is likely to bring both strong
price and quality competition. As a result, in order to remain competitive, we
might have to make additional expenditures on research and development,
marketing, and customer service or to reduce our pricing, or both, which would
adversely affect our ability to achieve and maintain profitability.

         There are several other companies involved in media and digital
distribution channels that have far greater financial and management resources
and greater name brand recognition than we have.

THERE IS A SPORADIC TRADING MARKET FOR OUR COMMON STOCK

         The public market for our Common Stock is sporadic. After this
offering, you may not be able to resell your shares at or above the public
offering price due to a number of factors, including:

     -    actual or anticipated fluctuations in our operating results or
          annualized contract values.

     -    changes in expectations as to our future financial performance.

     -    changes in securities analysts' financial estimates.

     -    the operating and stock price performance of our competitors and other
          comparable companies.


                                       5
<PAGE>

VOLATILITY AND STOCK MARKET RISK

         The stock market in general, and the stocks of web-based businesses in
particular, have experienced extreme volatility that often has been unrelated to
the operating performance of particular companies. These broad market and
industry fluctuations may adversely affect the trading price of our Common
Stock, regardless of our actual operating performance.

A LARGE AMOUNT OF SHARES WILL BECOME AVAILABLE FOR FUTURE SALE

         We expect the trading price of our Common Stock to fluctuate depending
on the supply of our shares in the public market. We estimate that the amount of
our shares traded publicly has not been more than 2,300,000. That represents
less than 22% of the number of shares that are outstanding on a fully diluted
basis. Many of the shares that are outstanding are or will within the next six
months become available for sale in the public market. Rule 144, this offering,
and our registration of shares pursuant to certain registration rights
agreements will result in a large number of shares being available for public
sale as compared with the number of shares historically traded. A large supply
of shares, unless met by an equal or greater demand, could result in lower
trading prices.

FUTURE ISSUANCES OF STOCK COULD ADVERSELY AFFECT HOLDERS OF COMMON STOCK

         The Board of Directors is authorized to issue additional shares of
preferred stock without approval from holders of Common Stock. Preferred stock
can have rights and preferences, as may be determined by the Board of Directors,
that are senior to the Common Stock. The Board of Directors is authorized to
issue additional shares of Common Stock without approval from holders of Common
Stock. Additional Common Stock may be issued or reserved for issuance on terms
and at prices as may be determined by the Board of Directors. Among other
things, such authority may make it more difficult for a person to acquire
eSynch. In turn, this may make it less likely that holders of Common Stock will
receive a premium price for their shares.

WE RUN A RISK OF SYSTEM CAPACITY CONSTRAINTS AND SYSTEM FAILURE

         We are largely dependent upon our communications and computer hardware
and software. A high volume of traffic and transactions on our servers could
exceed their capacity. If our digital content were to load slowly, this may
potentially drive away customers. Based on our experience and the experience of
other e-commerce companies, we anticipate that we will experience periodic
system interruptions in the future. Any system interruptions that result in the
unavailability of our service or in reduced customer activity could lead our
users to seek out our competitors. In such an event, we might find it difficult
and might have to incur additional marketing costs to get our users to return to
our servers. Our systems are also vulnerable to damage from earthquakes, fires,
floods, power loss, telecommunications failure, break-ins and similar
catastrophic events. A substantial interruption in the operability of these
systems would harm our business. We do not have any business interruption
insurance that would compensate us for any resulting losses we might incur.

OUR INTERNET BUSINESS IS VULNERABLE TO THIRD PARTY MISCONDUCT

         Despite our implementation of network and firewall security, our
servers are vulnerable to computer viruses, physical or electronic break-ins,
deliberate attempts by third parties to exceed the capacity of our systems and
similar disruptive problems. Computer viruses, break-ins or other problems


                                       6
<PAGE>

caused by third parties could lead to interruptions, delays, and losses of data.
The occurrence of any of these risks could harm our business.

WE RELY ON TRADE SECRET PROTECTION TO PROTECT SOME OF OUR RIGHTS

         To date, we have relied to a significant degree on intellectual
property laws and technical measures to establish and protect our proprietary
rights. Trade secrets, trademarks and other methods to protect our intellectual
property rights may prove to be ineffective or inadequate to prevent imitation
of our services or products or to prevent others from claiming violations of
their proprietary rights by us. In addition, others may assert rights in our
proprietary rights. Our customer lists are of great value to our business, and
if a competitor acquired these lists, it could harm our business.

WE WILL DEPEND ON ACCEPTANCE OF OUR BRAND NAMES

         We believe that the development of brand name recognition is critical
to the success of most businesses, including our own, particularly with the
recent and growing increase in the number of companies that are conducting
business on the Internet. Development and awareness of the eSynch brand name
will depend largely on our success in increasing our customer base and strategic
relationships. If consumers do not perceive us as offering a desirable way to
access digital content and software or if other e-commerce companies do not
perceive us as an effective marketing and sales channel for their products or
services, we would be unsuccessful in promoting our brand name.

WE NEED TO PROTECT OUR BUSINESS NAMES

         We have only recently commenced a program designed to obtain trademark
registrations for our software and our business names and service mark
registrations for our service names. We may be unable to obtain such
protections. Registrations or other protections of names may prove to be
inadequate to prevent imitation of our names or to prevent others from claiming
violations of their trademarks and service marks by us. In addition, others may
assert rights in our trademarks and service marks.

WE COULD FACE LIABILITY FOR MATERIALS DISSEMINATED THROUGH THE INTERNET

         The law relating to the liability of Internet service companies for
information carried on or disseminated through their services is currently
unsettled. It is possible that claims could be made against Internet service
companies under both U.S. and foreign law for defamation, libel, invasion of
privacy, negligence, copyright or trademark infringement, or other theories
based on the nature and content of the materials disseminated through their
services. Furthermore, the growth and development of the market for Internet
commerce may prompt calls for more stringent consumer protection laws that may
impose additional burdens on companies conducting business over the Internet.
The adoption of any additional laws or regulations may decrease the growth of
the Internet, which, in turn, could decrease the demand for our Internet
auctions and other services. This could increase our cost of doing business or
otherwise harm our business.

OUR EVOLVING BUSINESS PLAN MAY CHANGE

         We intend to continue to develop our business plan and to explore
opportunities to expand the breadth and depth of our products and services.
Changes in how business is generally conducted could prevent us from achieving
our business objectives. Financially more powerful providers that offer
competitive services or products could also prevent us from achieving our
business objectives.


                                       7
<PAGE>

ADDITIONAL RISKS

         In addition to matters affecting our industry generally, factors which
could cause actual results to differ from expectations include, but are not
limited to (i) insufficient sales of our software; (ii) the introduction by
competitors of new products with significant competitive advantages over our
products; (iii) the lack of sufficient resources to sustain marketing and other
operations; (iv) the inability to attract and retain sufficient management and
technical expertise, or the loss of key employees; (v) the inadequacy of our
contractual or legal efforts to protect confidential information or intellectual
property, and the financial inability to pursue legal remedies that may be
available; (vi) the ineffectiveness of our selection, due diligence, execution,
and integration of acquisitions; (vii) the direct or indirect effects of hackers
on public utilities, telecommunications networks, customers, vendors, service
providers, and the economy or financial markets generally; (viii) other
technical or communications problems, such as power outages, system failures or
system crashes; and (ix) unknown risks and uncertainties, or the inability to
assess any existing risks and uncertainties.

         We believe that this Reoffer Prospectus, which is part of our
registration statement, may be used by the Selling Stockholders for the sale of
the Shares offered hereby for a period of nine months after the date on the
cover page hereof, provided that the information contained herein (including our
financial statements) is not more than 16 months old from the date of such
Reoffer Prospectus and we otherwise comply with applicable securities laws. We
cannot assure you, however, that our registration statement will remain
effective as we intend. The value of the Shares being offered by this Reoffer
Prospectus could deteriorate if a current Reoffer Prospectus covering the Shares
is not part of an effective registration statement, or if the Common Stock is
not registered for sale or exempt from registration in the jurisdictions
governing the sales made under this Reoffer Prospectus.


                                       8
<PAGE>

                    FORWARD-LOOKING AND CAUTIONARY STATEMENTS

         This prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act and
such forward-looking statements are subject to the safe harbors created thereby.
For this purpose, any statements contained in this prospectus except for
historical information may be deemed to be forward-looking statements. Also,
words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate," or "continue" or the negative or other variations thereof
or comparable terminology are intended to help you identify forward-looking
statements. In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances are forward-looking
statements. Forward-looking statements include, but are not limited to,
statements regarding:

     -    Our expectations about the marketplace and consumer acceptance.

     -    Our marketing and sales plans.

     -    Our expectations regarding the growth of our business and that our
          business model will succeed.

     -    Our ability to introduce new services and products and improve
          technology.

     -    The success of our technology.

         These statements are not guarantees of future performance. Future
performance is subject to risks, uncertainties and assumptions that are
difficult to predict and may be beyond our control. Therefore, our actual
results could differ materially from anticipated results. These risks and
uncertainties include those noted in "Risk Factors" above.

         We do not undertake any obligation to update or revise any
forward-looking statements contained in this prospectus for any reason, even if
new information becomes available or other events occur in the future.

                                 USE OF PROCEEDS

         The proceeds from the sale of each Selling Stockholder's Common Stock
will belong to the Selling Stockholder. The Company will not receive any
proceeds from such sales of the Common Stock.


                                       9
<PAGE>

                              SELLING STOCKHOLDERS

         The Shares offered under this Reoffer Prospectus are being registered
for reoffers and resales by Selling Stockholders of the Company who have and may
in the future acquire such Shares under the Agreements listed on the cover page
of the Reoffer Prospectus (the "Agreements"). The Selling Stockholders named in
the following table may resell all, a portion, or none of such Shares. There is
no assurance that any of the Selling Stockholders will sell any or all of the
Shares being registered hereunder.

         The following table sets forth certain information concerning the
Selling Stockholders as of March 8, 2000, and as adjusted to reflect the sale by
the Selling Stockholders of the Shares offered hereby, assuming all of the
Shares offered hereby are sold:

<TABLE>
<CAPTION>
------------------------------- ---------------------------------------------- --------------------------------------
                                                                                      PERCENTAGE OF SHARES OF
                                                                                           COMMON STOCK
                                            SELLING STOCKHOLDERS                       BENEFICIALLY OWNED(3)
------------------------------- ---------------------------------------------- --------------------------------------
                                 NUMBER OF SHARES        NUMBER OF SHARES
             NAME                    OWNED (1)             OFFERED (2)          BEFORE OFFERING     AFTER OFFERING
------------------------------- -------------------- ------------------------- ------------------- ------------------
<S>                             <C>                  <C>                       <C>                 <C>
Thomas Hemingway(4)                       1,704,609          150,000                 15.4%               14.0%
------------------------------- -------------------- ------------------------- ------------------- ------------------
James H. Budd(5)                          1,214,715          117,000                 11.4%               10.3%
------------------------------- -------------------- ------------------------- ------------------- ------------------
T. Richard Hutt(6)                        1,230,391          117,000                 11.6%               10.5%
------------------------------- -------------------- ------------------------- ------------------- ------------------
David Lyons (7)                              11,700           11,700                   *                   *
------------------------------- -------------------- ------------------------- ------------------- ------------------
Robert Way(8)                               301,857          110,000                  2.8%               1.8%
------------------------------- -------------------- ------------------------- ------------------- ------------------
Donald C. Watters, Jr.(9)                 1,209,759          150,000                 10.7%               9.4%
------------------------------- -------------------- ------------------------- ------------------- ------------------
David P. Noyes(10)                          343,750          150,000                  3.2%               1.8%
------------------------------- -------------------- ------------------------- ------------------- ------------------
Lee Puglisi (11)                             40,000           15,000                   *                   *
------------------------------- -------------------- ------------------------- ------------------- ------------------
Ryan Spencer (12)                             3,000            3,000                   *                   *
------------------------------- -------------------- ------------------------- ------------------- ------------------
</TABLE>

1.   Represents shares beneficially owned by the named individual, including
     shares that such person has the right to acquire within 60 days of the date
     of this Reoffer Prospectus. Unless otherwise noted, all persons referred to
     above have sole voting and sole investment power.
2.   Does not constitute a commitment to sell any or all of the stated number of
     Shares of Common Stock. The number of Shares offered shall be determined
     from time to time by each Selling Stockholder at his sole discretion.
3.   Based on 10,532,463 shares of Common Stock outstanding as of March 21,
     2000.
4.   Mr. Hemingway is a Director and the Chief Executive Officer of the Company.
     Includes 542,500 shares which may be purchased pursuant to stock options
     which are currently, or within the next 60 days will be, exercisable.
     Includes 115,395 shares of Ms. Detra Mauro Hemingway, the spouse of Mr.
     Hemingway.
5.   Mr. Budd is a Director and the Vice President of Marketing of the Company.
     Includes 117,000 shares which may be purchased pursuant to stock options
     which are currently, or within the next 60 days will be, exercisable.
6.   Mr. Hutt is a Director, a Vice President and the Secretary/Treasurer of the
     Company. Includes 117,000 shares which may be purchased pursuant to stock
     options which are currently, or within the next 60 days will be,
     exercisable.
7.   Mr. Lyons is a Director. Includes 11,700 shares which may be purchased
     pursuant to stock options which are currently, or within the next 60 days
     will be, exercisable.
8.   Mr. Way is a Vice President of the Company. Includes 269,427 shares which
     may be purchased pursuant to stock options which are currently, or within
     the next 60 days will be, exercisable.
9.   Mr. Watters is a Director and the President and Chief Operating Officer of
     the Company. Includes 748,568 shares which may be purchased pursuant to
     stock options and warrants which are currently, or within the next 60 days
     will be, exercisable.
10.  Mr. Noyes is the Chief Financial Officer of the Company. Includes 343,750
     shares which may be purchased pursuant to stock options and warrants which
     are currently, or within the next 60 days will be, exercisable.
11.  Mr. Puglisi is a consultant.
12.  Mr. Spencer is a consultant.

* Represents less than 1%.


                                       10
<PAGE>

                              PLAN OF DISTRIBUTION

         All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on the over-the-counter bulletin board or otherwise, at
market prices at the time of sale, at prices related to market prices, or in
negotiated transactions.

         The Selling Stockholders may effect these transactions by selling the
Common Stock to or through broker-dealers, who may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Common Stock for whom the broker-dealer may act as
an agent or to whom they may sell the Common Stock as a principal, or both. The
compensation to a particular broker-dealer may be in excess of customary
commissions.

         The Selling Stockholders and broker-dealers who act in connection with
the sale of the Common Stock may be considered "underwriters" within the meaning
of the Securities Act, and any commissions received by such broker-dealers and
profits on any resale of the Common Stock as a principal may be considered
underwriting discounts and commissions under the Securities Act.

         In addition, the Shares may be sold pursuant to Rule 144 under the
Securities Act, rather than pursuant to this Reoffer Prospectus.

         We have agreed to bear expenses in connection with the registration and
sale of the Common Stock offered by the Selling Stockholders (other than selling
commissions). The Selling Stockholders will pay all brokers' commissions,
concessions or discounts. Our obligation includes paying the filing fees and
costs of filings.

         An investor may only purchase the Shares being offered hereby if such
shares are qualified for sale or are exempt from registration under the
applicable securities laws of the state in which such prospective purchaser
resides. We have not registered or qualified the Shares under any state
securities laws and, unless the sale of such Shares to a particular investor is
exempt from registration or qualification under applicable state securities
laws, the sale of such Shares to an investor may not be effected until such
Shares have been registered or qualified with applicable state securities
authorities.

                                  LEGAL MATTERS

         The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Jeffers, Shaff & Falk, LLP.


                                       11
<PAGE>

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Section 145 of the Delaware General Corporation Law (the "Delaware
GCL") empowers a Delaware corporation, including the Company, to indemnify its
directors, officers, employees, and agents under certain circumstances. The
Company's Restated Certificate of Incorporation (the "Certificate") provides
that the Company shall indemnify current and former directors and officers of
the Company or persons who serve or have served, at the request of the Company,
as directors or officers of any other corporation in which the Company at such
time owns or owned shares of stock or is or was a creditor, to the full extent
authorized by the Delaware GCL as it may from time to time be amended. Moreover,
the Certificate provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except (i) for any breach of the duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) for
liability under Section 174 of the Delaware GCL (involving certain unlawful
dividends or stock repurchases), or (iv) for any transaction from which the
director derived an improper personal benefit.

         Under the Delaware GCL, to the extent that an officer or director of a
corporation is successful on the merits in the defense of an action, the
corporation must indemnify such person for his or her actual and reasonable
expenses incurred in connection with such defense. The Certificate provides that
the Company shall indemnify officers and directors against any and all expenses,
including amounts paid on judgment, counsel fees, and amounts paid in settlement
(before or after suit is commenced) by such persons in connection with the
defense or settlement of any claim, action, suit or proceeding in which they, or
any of them, are made parties, to the full extent permitted by the Delaware GCL.

         Under its Bylaws, the Company may indemnify its directors, officers,
employees and agents and the directors, officers, employees or agents of any
other corporation if the person was serving at the request of the Company. The
indemnification is required if the person is successful on the merits or
otherwise in defending the claim and is permitted in other circumstances, if
indemnification is authorized in the specific instance by the Company or by a
majority vote of the Company's stockholders. Indemnification is permitted only
if the person was acting in good faith in a manner reasonably believed to be in
or not opposed to the best interests of the Company. If the person is judged to
be liable to the Company in any action brought in the Company's name,
indemnification is only permitted if the court acting in the matter specifically
allows it. The Company is authorized to advance expenses to a director or
officer upon that person's agreement to repay the Company if such person
ultimately is not entitled to indemnification.

         The Company is also empowered under its Bylaws to purchase insurance on
behalf of any person whom the Company is required or permitted to indemnify. The
Company has entered into agreements with its directors and executive officers,
which require the Company to indemnify such persons to the fullest extent
permitted by law against certain losses that they may incur in legal proceedings
arising in connection with their services to the Company and to advance expenses
upon their agreement to repay the Company if such person is ultimately not
entitled to indemnification.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to the Company's directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.


                                       12
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by eSynch Corporation (the "Company")
with the Commission are incorporated in and made part of this registration
statement by reference, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference.

     (1)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999.

     (2)  The Company's Current Report on Form 8-K dated February 15, 2000.

     (3)  The Company's Current Report on Form 8-K dated February 8, 2000.

     (4)  The Company's Current Report on Form 8-K dated January 27, 2000.

     (5)  The Company's Current Report on Form 8-K dated October 15, 1999.

     (6)  The Company's Current Report on Form 8-K/A dated August 13, 1999.

     (7)  The Company's Current Report on Form 8-K dated April 19, 1999.

     (8)  The description of the Company's Common Stock, filed with the
          Commission on February 29, 2000 on Form SB-2 describing the Common
          Stock referred to herein, including any amendment or report filed to
          update the description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the filing
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated and to be a part
hereof from the date of filing such documents.

         For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this registration statement.


                                       II-1
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5   INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "Delaware
GCL") empowers a Delaware corporation, including the Company, to indemnify its
directors, officers, employees, and agents under certain circumstances. The
Company's Restated Certificate of Incorporation (the "Certificate") provides
that the Company shall indemnify current and former directors and officers of
the Company or persons who serve or have served, at the request of the Company,
as directors or officers of any other corporation in which the Company at such
time owns or owned shares of stock or is or was a creditor, to the full extent
authorized by the Delaware GCL as it may from time to time be amended. Moreover,
the Certificate provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except (i) for any breach of the duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) for
liability under Section 174 of the Delaware GCL (involving certain unlawful
dividends or stock repurchases), or (iv) for any transaction from which the
director derived an improper personal benefit.

         Under the Delaware GCL, to the extent that an officer or director of a
corporation is successful on the merits in the defense of an action, the
corporation must indemnify such person for his or her actual and reasonable
expenses incurred in connection with such defense. The Certificate provides that
the Company shall indemnify officers and directors against any and all expenses,
including amounts paid on judgment, counsel fees, and amounts paid in settlement
(before or after suit is commenced) by such persons in connection with the
defense or settlement of any claim, action, suit or proceeding in which they, or
any of them, are made parties, to the full extent permitted by the Delaware GCL.

         Under its Bylaws, the Company may indemnify its directors, officers,
employees and agents and the directors, officers, employees or agents of any
other corporation if the person was serving at the request of the Company. The
indemnification is required if the person is successful on the merits or
otherwise in defending the claim and is permitted in other circumstances, if
indemnification is authorized in the specific instance by the Company or by a
majority vote of the Company's stockholders. Indemnification is permitted only
if the person was acting in good faith in a manner reasonably believed to be in
or not opposed to the best interests of the Company. If the person is judged to
be liable to the Company in any action brought in the Company's name,
indemnification is only permitted if the court acting in the matter specifically
allows it. The Company is authorized to advance expenses to a director or
officer upon that person's agreement to repay the Company if such person
ultimately is not entitled to indemnification.

         The Company is also empowered under its Bylaws to purchase insurance on
behalf of any person whom the Company is required or permitted to indemnify. The
Company has entered into agreements with its directors and executive officers,
which require the Company to indemnify such persons to the fullest extent
permitted by law against certain losses that they may incur in legal proceedings
arising in connection with their services to the Company and to advance expenses
upon their agreement to repay the Company if such person is ultimately not
entitled to indemnification.


                                      II-2
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS

4.1      Form of Stock Certificate
4.2      Stock Option Agreement between the Company and Thomas Hemingway
4.3      Stock Option Agreement between the Company and James H. Budd
4.4      Stock Option Agreement between the Company and T. Richard Hutt
4.5      Stock Option Agreement between the Company and David Lyons
4.6      Stock Option Agreement between the Company and Robert Way
4.7      Warrant Agreement between the Company and Donald C. Watters, Jr.
4.8      Warrant Agreement between the Company and David P. Noyes
4.9      Consulting Agreement between the Company and Lee Puglisi
4.10     Consulting Agreement between the Company and Ryan Spencer
5.1      Opinion of Jeffers, Shaff & Falk, LLP
23.1     Consent of Jeffers, Shaff & Falk, LLP (included in Exhibit 5.1)
23.2     Consent of Hansen, Barnett & Maxwell.

ITEM 9.  UNDERTAKINGS

         (a)     The Company hereby undertakes to file, during any period in
which offers or sales are being made of the securities registered hereby, a
post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this registration statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the registration statement.

         (b) The Company hereby agrees that, for the purposes of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;

         (c) The Company hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering;

         (d) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's


                                       II-3
<PAGE>

annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

         (e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of eSynch Corporation, do
hereby constitute and appoint Thomas Hemingway or Donald Watters, Jr., or either
of them, as our true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) hereto or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.


                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tustin, and State of California on March 22, 2000.

                                     eSYNCH CORPORATION


                                     By:  /s/ THOMAS HEMINGWAY
                                          ------------------------------------
                                     Thomas Hemingway, Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:

<TABLE>
<S>                            <C>                               <C>

/s/ Thomas Hemingway           Chairman,                         March 22, 2000
---------------------------    Chief Executive Officer
Thomas Hemingway               and Director



/s/ Donald Watters, Jr.        President, Chief                  March 22, 2000
---------------------------    Operating Officer
Donald Watters, Jr.            and Director



/s/ T. Richard Hutt            Vice President, Secretary         March 22, 2000
---------------------------    and Director
T. Richard Hutt


/s/ David Noyes                Chief Financial                   March 22, 2000
---------------------------    Officer
David Noyes


/s/  James H. Budd             Vice President and Director       March 22, 2000
---------------------------
James H. Budd


/s/ Robert Way                 Vice President                    March 22, 2000
---------------------------
Robert Way


/s/ Norton Garfinkle           Director                          March 22, 2000
---------------------------
Norton Garfinkle


/s/ David Lyons                Director                          March 22, 2000
---------------------------
David Lyons


/s/ Robert Orbach              Director                          March 22, 2000
---------------------------
Robert Lyons
</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 67903}]
{"company-data": {"conformed-name": "ESYNCH CORP/CA", "cik": "0000859915", "assigned-sic": "6770", "irs-number": "870461856", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33296", "film-number": "578822"}, "business-address": {"street1": "15502 MOSHER AVE", "city": "TUSTIN", "state": "CA", "zip": "92710", "phone": "9498331220"}, "mail-address": {"street1": "15502 MOSHER AVE", "city": "TUSTIN", "state": "CA", "zip": "92710"}, "former-company": [{"former-conformed-name": "INNOVUS CORP", "date-changed": "19941004"}, {"former-conformed-name": "TRI NEM INC", "date-changed": "19930328"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               ESYNCH CORPORATION
               (Exact name of Company as specified in its charter)

            Delaware                                            87-0461856
---------------------------------                           ------------------
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                  15502 Mosher Avenue, Tustin, California 92780
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

            eSynch Stock Option Agreements with the Following Persons
              (month and year of grant indicated parenthetically):

                 Thomas Hemingway (3/00); James H. Budd (3/00);
        T. Richard Hutt (3/00); David Lyons (3/00) and Robert Way (4/99)

              eSynch Warrant Agreements with the Following Persons
              (month and year of grant indicated parenthetically):

               Donald C. Watters (1/99) and David P. Noyes (1/99)

            eSynch Consulting Agreements with the Following Persons:
            (month and year of Agreement indicated parenthetically):

                   Lee Puglisi (10/99) and Ryan Spencer (1/99)

                                Thomas Hemingway
                               eSynch Corporation
                               15502 Mosher Avenue
                            Tustin, California 92780
                            ------------------------
                     (Name and address of agent for service)

                                 (714) 258-1900
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------ --------------------- ------------------- -------------------------- ----------------------
                                                Proposed maximum       Proposed maximum
Title of securities to       Amount to be        offering price       aggregate offering            Amount of
     be registered          registered (1)       per share (2)             price (2)            registration fee
------------------------ --------------------- ------------------- -------------------------- ----------------------
Common Stock, $0.001
       par value            823,700 shares          $13.688             $11,274,393.75              $2,976.44
------------------------ --------------------- ------------------- -------------------------- ----------------------
1.   Each Stock Option Agreement for Thomas Hemingway, James Budd, T. Richard
     Hutt and David Lyons was issued pursuant to the 1997 Stock Incentive Plan
     of Intermark Corporation (an entity that merged with eSynch Corporation
     (the "Company")) and grants options to purchase 150,000, 117,000, 117,000
     and 11,700 shares of Common Stock respectively to the holder. The Stock
     Option Agreement for Robert Way was issued pursuant to an employment
     agreement with the Company and grants options to purchase 110,000 shares of
     Common Stock to the holder. The Warrant Agreements with Donald Watters and
     David Noyes were issued pursuant to Consulting Agreements with the Company
     and each grants the holder warrants to purchase 150,000 shares of Common
     Stock. Each Consulting Agreement with Lee Puglisi and Ryan Spencer grants
     the holder 40,000 and 3,000 shares of Common Stock respectively of which
     15,000 and 3,000 shares of Common Stock respectively are being registered.

2.   Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933 (as amended), on
     the basis of $13.688 per share, the average of the high and low prices of
     the Common Stock on the OTC Bulletin Board on March 21, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN AND AGREEMENT INFORMATION

         The documents containing the information required by Part I will be
sent or given to the persons listed on the cover page as specified by Rule
428(b)(1). Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in the registration statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act").

ITEM 2.  REGISTRANT INFORMATION

         Upon the written or oral request by a participant in any of the
agreements listed on the cover page, the Company will provide any of the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference into this Section 10(a)
prospectus), any documents required to be delivered to participants pursuant to
Rule 428(b) and other additional information about such agreements. All of such
documents and information will be available without charge. Any and all such
requests should be directed to the Company at 15502 Mosher Avenue, Tustin,
California 92780, telephone (714) 258-1900, attention: Corporate Secretary.

                                EXPLANATORY NOTE

         This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and Form S-3 pursuant to the Securities Act. The Form
S-8 portion of this Registration Statement will be used for offers of shares of
common stock, par value of $.001 per share (the "Common Stock"), of the Company,
pursuant to each of the agreements listed on the cover page. In accordance with
the Note to Part I of Form S-8, the information specified by Part I for Form S-8
has been omitted from this Registration Statement. The Reoffer Prospectus filed
as a part of this Registration Statement has been prepared in accordance with
the requirements of Part I of Form S-3 and will be used for reofferings or
resales of shares of Common Stock which are deemed to be control securities
which have been or will be acquired by control persons, or restricted
securities, pursuant to each of the agreements listed below.

                                      I-1
REOFFER PROSPECTUS

                               ESYNCH CORPORATION

     150,000 shares of Common Stock under the Stock Option Agreement with Thomas
     Hemingway.

     117,000 shares of Common Stock under the Stock Option Agreement with James
     H. Budd.

     117,000 shares of Common Stock under the Stock Option Agreement with T.
     Richard Hutt.

     11,700 shares of Common Stock under the Stock Option Agreement with David
     Lyons.

     110,000 shares of Common Stock under the Stock Option Agreement with Robert
     Way.

     150,000 shares of Common Stock under the Warrant Agreement with Donald C.
     Watters, Jr.

     150,000 shares of Common Stock under the Warrant Agreement with David P.
     Noyes.

     15,000 shares of Common Stock under the Consulting Agreement with Lee
     Puglisi.

     3,000 shares of Common Stock under the Consulting Agreement with Ryan
     Spencer.

         The shares of common stock, $.001 par value (the "Common Stock"),
covered by this Reoffer Prospectus may be offered and sold to the public by
those stockholders of the Company listed above (the "Selling Stockholders"), all
of whom are "affiliates" (as that term is defined in Rule 405 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the
"Securities Act")) of the Company, with the exception of Messrs. Puglisi and
Spencer. The Selling Stockholders may sell a maximum of 823,700 shares of Common
Stock (the "Shares"). The Selling Stockholders acquired or will acquire the
Shares pursuant to their exercise of stock options or warrants granted to them,
or pursuant to the award of Common Stock, under the agreements listed above.

         All or a portion of the Shares may be offered for sale, from time to
time, on the Over-the-Counter ("OTC") Bulletin Board or otherwise, at prices and
terms then obtainable, or in negotiated transactions, subject to certain
limitations. However, any Shares covered by this Reoffer Prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 instead of pursuant to this Reoffer Prospectus. See "Plan of Distribution."

         We will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholders, but we will receive funds in connection with the
exercise of any stock options and warrants relating to such Shares. The Company
will use such funds for working capital. The Company will bear all expenses of
registration incurred in connection with this offering, but individual Selling
Stockholders will bear any brokerage commissions, discounts and other expenses
that they incur.

         Our Common Stock is listed on the OTC Bulletin Board under the symbol
"ESYN." On March 21, 2000, the last reported sale price of the Common Stock was
$13.844.

------------------------------------------------------------------------------
THESE ARE SPECULATIVE SECURITIES AND THIS INVESTMENT INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
------------------------------------------------------------------------------

         Neither the Securities and Exchange Commission (the "Commission") nor
any state securities commission has approved or disapproved of these securities
or passed upon the accuracy or the adequacy of the Prospectus.
Any representation to the contrary is a criminal offense.

         The date of this Reoffer Prospectus is March 21, 2000

                                       I-2
TABLE OF CONTENTS
AVAILABLE INFORMATION.................................................................1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................................2

PROSPECTUS SUMMARY....................................................................2

THE COMPANY...........................................................................3

   OUR BUSINESS.......................................................................3
   OUR HISTORY........................................................................3

THE OFFERING..........................................................................3

RISK FACTORS..........................................................................3

   WE HAVE A LIMITED OPERATING HISTORY AND REVENUES HAVE BEEN MINIMAL TO DATE.........4
   OUR FUTURE OPERATING RESULTS ARE UNPREDICTABLE.....................................4
   WE NEED ADDITIONAL CAPITAL.........................................................4
   MANAGEMENT OWNS A CONTROLLING INTEREST IN ESYNCH CORPORATION.......................5
   THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OPERATIONS........................5
   A FAILURE TO ATTRACT KEY PERSONNEL COULD ADVERSELY AFFECT OUR PLANS................5
   WE FACE COMPETITION IN THE MARKETS WE SERVE........................................5
   THERE IS A SPORADIC TRADING MARKET FOR OUR COMMON STOCK............................5
   VOLATILITY AND STOCK MARKET RISK...................................................6
   A LARGE AMOUNT OF SHARES WILL BECOME AVAILABLE FOR FUTURE SALE.....................6
   FUTURE ISSUANCES OF STOCK COULD ADVERSELY AFFECT HOLDERS OF COMMON STOCK...........6
   WE RUN A RISK OF SYSTEM CAPACITY CONSTRAINTS AND SYSTEM FAILURE....................6
   OUR INTERNET BUSINESS IS VULNERABLE TO THIRD PARTY MISCONDUCT......................6
   WE RELY ON TRADE SECRET PROTECTION TO PROTECT SOME OF OUR RIGHTS...................7
   WE WILL DEPEND ON ACCEPTANCE OF OUR BRAND NAMES....................................7
   WE NEED TO PROTECT OUR BUSINESS NAMES..............................................7
   WE COULD FACE LIABILITY FOR MATERIALS DISSEMINATED THROUGH THE INTERNET............7
   OUR EVOLVING BUSINESS PLAN MAY CHANGE..............................................7
   ADDITIONAL RISKS...................................................................8

FORWARD-LOOKING AND CAUTIONARY STATEMENTS.............................................9

USE OF PROCEEDS.......................................................................9

SELLING STOCKHOLDERS.................................................................10

PLAN OF DISTRIBUTION.................................................................11

LEGAL MATTERS........................................................................11

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..12
i
eSynch, Electronic Digital Distribution, Kiss Software, Oxford Media
and all product or service names of eSynch used in this Prospectus are
unregistered trademarks, service marks and tradenames of eSynch. The logos
associated with such names are unregistered trademarks and service marks of
eSynch. Other brand names or trademarks appearing in this prospectus are the
property of their respective owners.

                              AVAILABLE INFORMATION

         The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith is required to file periodic reports, proxy statements and
other information with the Commission. The reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, Room
1024, N.W., Washington, D.C. 20549 and the Commission's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can also be obtained by mail from the public reference facilities of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. You may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. The Commission also maintains a
site on the World Wide Web that contains reports, proxy and information
statements and other information regarding registrants that file electronically.
The address of such site is http://www.sec.gov. See "Incorporation of Certain
Documents by Reference.

         The Company has filed with the Commission a Registration Statement on
Form S-8 under the Securities Act with respect to the Shares of Common Stock
offered by this Reoffer Prospectus. This Reoffer Prospectus does not contain all
the information set forth in or annexed as exhibits to the Registration
Statement. For further information with respect to the Company and the Shares of
Common Stock offered by this Reoffer Prospectus, reference is made to the
Registration Statement and to the financial statements, schedules and exhibits
filed as part thereof or incorporated by reference herein. Copies of the
Registration Statement, together with such financial statements, schedules and
exhibits, may be obtained from the public reference facilities of the Commission
at the addresses listed above, upon payment of the charges prescribed therefor
by the Commission. Statements contained in this Reoffer Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance, reference is made to the copy of such contract or
other documents, each such statement being qualified in its entirety by such
reference. Copies of such contracts or other documents, to the extent that they
are exhibits to this Registration Statement, may be obtained from the public
reference facilities of the Commission, upon the payment of the charges
prescribed therefor by the Commission.

                                       1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission are
incorporated in and made part of this registration statement by reference,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference.

     (1)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999.

     (2)  The Company's Current Report on Form 8-K dated February 15, 2000.

     (3)  The Company's Current Report on Form 8-K dated February 8, 2000.

     (4)  The Company's Current Report on Form 8-K dated January 27, 2000.

     (5)  The Company's Current Report on Form 8-K dated October 15, 1999.

     (6)  The Company's Current Report on Form 8-K/A dated August 13, 1999.

     (7)  The Company's Current Report on Form 8-K dated April 19, 1999.

     (8)  The description of the Company's Common Stock, filed with the
          Commission on February 29, 2000 on Form SB-2 describing the Common
          Stock referred to herein, including any amendment or report filed to
          update the description.

         The Company undertakes to provide without charge to each person,
including any beneficial owner of Shares of Common Stock, to whom this Reoffer
Prospectus is delivered, on written or oral request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written or oral requests for such copies
should be directed to the Company, at 15502 Mosher Avenue, Tustin, California,
92780, telephone number (714) 258-1900.

                               PROSPECTUS SUMMARY

         This summary highlights information contained elsewhere in this Reoffer
Prospectus. This summary is not complete and may not contain all of the
information that you should consider before purchasing our Common Stock. Certain
statements made in this Reoffer Prospectus constitute "forward-looking
statements" under the Private Litigation Reform Act of 1995. See
"Forward-Looking Statements."

          In this prospectus, "eSynch," "we," "us" and "our" refer to eSynch
Corporation and its subsidiaries.

                                       2
THE COMPANY

OUR BUSINESS

         We provide advanced computer Internet utility programs and
video-on-demand products, and we market and sell software, hardware and video on
the Internet. We accomplish this through the development of Electronic Digital
Distribution ("EDD") technology that enables us to deliver software, video or
audio content from a wide range of sources. Our proprietary EDD system allows a
digital product to be wrapped in a secure digital envelope and distributed
across the Internet and cable and satellite networks. We also employ this system
in our online malls.

         Our target customers include dealers and resellers such as broadcasting
and telecommunications companies that may use our technology to distribute
electronic content on demand to their viewers or subscribers, as well as
end-users who have broadband connections to the Internet. We generate revenue by
selling digital content or software and by selling advertising space in our
digital delivery process, which allows for banner advertising.

         To date, our primary activities have consisted of raising capital, and
acquiring companies in the on-line, software and related areas.

OUR HISTORY

         We were incorporated in Delaware on December 21, 1988, under the name
Tri-Nem, Inc. On October 5, 1994, we changed our name to Innovus Corporation
("Innovus"). On August 5, 1998, we merged with Intermark Corporation
("Intermark"). We began a new business direction with the software publishing
and distribution business of Intermark and development of its proprietary EDD
technology. We changed our name to eSynch Corporation on November 9, 1998. We
have continued to expand our operations through acquisitions of other businesses
and internal growth.

         Our principal offices are located at 15502 Mosher Avenue, Tustin,
California, 92780 and our telephone number is (714) 258-1900.

                                  THE OFFERING

         The Selling Stockholders may offer and sell up to 823,700 Shares of
Common Stock under this Reoffer Prospectus. We will not receive any of the
proceeds from the sale of these Shares, but we will receive funds in connection
with the exercise of any stock options or warrants relating to such Shares. The
Company will use such funds for working capital. See "Use of Proceeds" and
"Selling Stockholders."

                                  RISK FACTORS

         Before you decide to purchase the Shares of Common Stock offered under
this Reoffer Prospectus, you should be aware that there are various risks,
including those described below. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occur, our business
could be harmed. In such case, the shares of our Common Stock that you purchase
could decline in value and you may lose all or part of your investment. You
should consider carefully these risk factors before you decide to purchase our
shares.

                                       3
WE HAVE A LIMITED OPERATING HISTORY AND REVENUES HAVE BEEN MINIMAL TO DATE

         To date, we have generated only minimal revenues. We have only a
limited operating history on which our business can be evaluated and our
business must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in early stages of development
that are entering into new and rapidly evolving markets. These risks include the
following:

     -    The limited resources that we have to compete with more established
          competitors who have greater brand name recognition and greater
          resources.

     -    The need to raise additional capital to sustain operations and the
          absence of any assurance that such financing will be obtainable on
          acceptable terms when needed, if at all.

     -    The need to establish alliances or partnerships with established
          companies.

     -    The need to develop brand name recognition and to continually
          strengthen customer loyalty and satisfaction.

     -    Anticipated continued losses from operations.

     -    The difficulty of managing growth.

     -    The difficulty of anticipating and adapting to technological, market
          and other changes.

     -    The difficulty of attracting, integrating and motivating qualified
          personnel.

         We must, among other things, successfully implement and execute our
business strategy, continue to develop and upgrade our technology, enhance our
services and products to meet the needs of a changing market, and provide
superior customer service.

OUR FUTURE OPERATING RESULTS ARE UNPREDICTABLE

         Our operating results are unpredictable and we expect them to fluctuate
in the future due to a number of factors, many of which are outside our control.
These factors include:

     -    the ability of competitors to provide services and products that are
          competitive with our own.

     -    competition from larger companies with greater brand name recognition
          or greater financial, marketing or management resources than those
          available to us.

     -    adverse changes in consumer trends or general economic conditions.

     -    our ability to keep pace with technological developments.

         As a strategic response to changes in the competitive environment, we
may from time to time make certain decisions that temporarily harm our business.
As a result, our operating results at times may be below expectations. If this
happens, it is likely that the value of our Common Stock would decline.

WE NEED ADDITIONAL CAPITAL

         Our business model indicates that it is likely that we will incur
operating losses over the next several months. As a result of those losses and
the funds needed for managing acquisitions, working capital and infrastructure
development, we anticipate that we will have to raise substantial additional
capital to sustain our operations during this period. We may not be able to
obtain the financing that our business requires. Even if we can obtain financing
when it is needed, it may not be on favorable terms. In addition, a financing
could have the effect of reducing the percentage of our shares owned by our
existing stockholders, including investors purchasing shares pursuant to this
offering. A financing could have the additional effect of diluting or reducing
the value of the outstanding shares. We may sell shares or grant options or
warrants to buy shares at prices lower than the prevailing value of your shares.

                                       4
MANAGEMENT OWNS A CONTROLLING INTEREST IN ESYNCH CORPORATION

         Our officers and directors currently own or control a substantial
majority of our outstanding Common Stock. If they act in concert, they will
continue to be able to exercise voting control over eSynch for the foreseeable
future and will be able to elect the entire Board of Directors and generally
determine our management policy. This management control could prevent, or make
more difficult, a sale of eSynch.

THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OPERATIONS

         Thomas Hemingway and others play a key role in our operations and in
the further development of our business. The loss of the services of any of them
could adversely impact our business and chances for success.

A FAILURE TO ATTRACT KEY PERSONNEL COULD ADVERSELY AFFECT OUR PLANS

         Our performance will greatly depend on our ability to hire, train,
retain and motivate additional officers and other key employees. However,
competition for highly skilled managerial, technical, marketing and customer
service personnel is intense. We may not be able to successfully attract,
integrate or retain sufficiently qualified personnel and, in that event, our
business could suffer.

WE FACE COMPETITION IN THE MARKETS WE SERVE

         There is intense competition among companies selling services and
products on the Internet. Increased competition is likely to bring both strong
price and quality competition. As a result, in order to remain competitive, we
might have to make additional expenditures on research and development,
marketing, and customer service or to reduce our pricing, or both, which would
adversely affect our ability to achieve and maintain profitability.

         There are several other companies involved in media and digital
distribution channels that have far greater financial and management resources
and greater name brand recognition than we have.

THERE IS A SPORADIC TRADING MARKET FOR OUR COMMON STOCK

         The public market for our Common Stock is sporadic. After this
offering, you may not be able to resell your shares at or above the public
offering price due to a number of factors, including:

     -    actual or anticipated fluctuations in our operating results or
          annualized contract values.

     -    changes in expectations as to our future financial performance.

     -    changes in securities analysts' financial estimates.

     -    the operating and stock price performance of our competitors and other
          comparable companies.

                                       5
VOLATILITY AND STOCK MARKET RISK

         The stock market in general, and the stocks of web-based businesses in
particular, have experienced extreme volatility that often has been unrelated to
the operating performance of particular companies. These broad market and
industry fluctuations may adversely affect the trading price of our Common
Stock, regardless of our actual operating performance.

A LARGE AMOUNT OF SHARES WILL BECOME AVAILABLE FOR FUTURE SALE

         We expect the trading price of our Common Stock to fluctuate depending
on the supply of our shares in the public market. We estimate that the amount of
our shares traded publicly has not been more than 2,300,000. That represents
less than 22% of the number of shares that are outstanding on a fully diluted
basis. Many of the shares that are outstanding are or will within the next six
months become available for sale in the public market. Rule 144, this offering,
and our registration of shares pursuant to certain registration rights
agreements will result in a large number of shares being available for public
sale as compared with the number of shares historically traded. A large supply
of shares, unless met by an equal or greater demand, could result in lower
trading prices.

FUTURE ISSUANCES OF STOCK COULD ADVERSELY AFFECT HOLDERS OF COMMON STOCK

         The Board of Directors is authorized to issue additional shares of
preferred stock without approval from holders of Common Stock. Preferred stock
can have rights and preferences, as may be determined by the Board of Directors,
that are senior to the Common Stock. The Board of Directors is authorized to
issue additional shares of Common Stock without approval from holders of Common
Stock. Additional Common Stock may be issued or reserved for issuance on terms
and at prices as may be determined by the Board of Directors. Among other
things, such authority may make it more difficult for a person to acquire
eSynch. In turn, this may make it less likely that holders of Common Stock will
receive a premium price for their shares.

WE RUN A RISK OF SYSTEM CAPACITY CONSTRAINTS AND SYSTEM FAILURE

         We are largely dependent upon our communications and computer hardware
and software. A high volume of traffic and transactions on our servers could
exceed their capacity. If our digital content were to load slowly, this may
potentially drive away customers. Based on our experience and the experience of
other e-commerce companies, we anticipate that we will experience periodic
system interruptions in the future. Any system interruptions that result in the
unavailability of our service or in reduced customer activity could lead our
users to seek out our competitors. In such an event, we might find it difficult
and might have to incur additional marketing costs to get our users to return to
our servers. Our systems are also vulnerable to damage from earthquakes, fires,
floods, power loss, telecommunications failure, break-ins and similar
catastrophic events. A substantial interruption in the operability of these
systems would harm our business. We do not have any business interruption
insurance that would compensate us for any resulting losses we might incur.

OUR INTERNET BUSINESS IS VULNERABLE TO THIRD PARTY MISCONDUCT

         Despite our implementation of network and firewall security, our
servers are vulnerable to computer viruses, physical or electronic break-ins,
deliberate attempts by third parties to exceed the capacity of our systems and
similar disruptive problems. Computer viruses, break-ins or other problems

                                       6
caused by third parties could lead to interruptions, delays, and losses of data.
The occurrence of any of these risks could harm our business.

WE RELY ON TRADE SECRET PROTECTION TO PROTECT SOME OF OUR RIGHTS

         To date, we have relied to a significant degree on intellectual
property laws and technical measures to establish and protect our proprietary
rights. Trade secrets, trademarks and other methods to protect our intellectual
property rights may prove to be ineffective or inadequate to prevent imitation
of our services or products or to prevent others from claiming violations of
their proprietary rights by us. In addition, others may assert rights in our
proprietary rights. Our customer lists are of great value to our business, and
if a competitor acquired these lists, it could harm our business.

WE WILL DEPEND ON ACCEPTANCE OF OUR BRAND NAMES

         We believe that the development of brand name recognition is critical
to the success of most businesses, including our own, particularly with the
recent and growing increase in the number of companies that are conducting
business on the Internet. Development and awareness of the eSynch brand name
will depend largely on our success in increasing our customer base and strategic
relationships. If consumers do not perceive us as offering a desirable way to
access digital content and software or if other e-commerce companies do not
perceive us as an effective marketing and sales channel for their products or
services, we would be unsuccessful in promoting our brand name.

WE NEED TO PROTECT OUR BUSINESS NAMES

         We have only recently commenced a program designed to obtain trademark
registrations for our software and our business names and service mark
registrations for our service names. We may be unable to obtain such
protections. Registrations or other protections of names may prove to be
inadequate to prevent imitation of our names or to prevent others from claiming
violations of their trademarks and service marks by us. In addition, others may
assert rights in our trademarks and service marks.

WE COULD FACE LIABILITY FOR MATERIALS DISSEMINATED THROUGH THE INTERNET

         The law relating to the liability of Internet service companies for
information carried on or disseminated through their services is currently
unsettled. It is possible that claims could be made against Internet service
companies under both U.S. and foreign law for defamation, libel, invasion of
privacy, negligence, copyright or trademark infringement, or other theories
based on the nature and content of the materials disseminated through their
services. Furthermore, the growth and development of the market for Internet
commerce may prompt calls for more stringent consumer protection laws that may
impose additional burdens on companies conducting business over the Internet.
The adoption of any additional laws or regulations may decrease the growth of
the Internet, which, in turn, could decrease the demand for our Internet
auctions and other services. This could increase our cost of doing business or
otherwise harm our business.

OUR EVOLVING BUSINESS PLAN MAY CHANGE

         We intend to continue to develop our business plan and to explore
opportunities to expand the breadth and depth of our products and services.
Changes in how business is generally conducted could prevent us from achieving
our business objectives. Financially more powerful providers that offer
competitive services or products could also prevent us from achieving our
business objectives.

                                       7
ADDITIONAL RISKS

         In addition to matters affecting our industry generally, factors which
could cause actual results to differ from expectations include, but are not
limited to (i) insufficient sales of our software; (ii) the introduction by
competitors of new products with significant competitive advantages over our
products; (iii) the lack of sufficient resources to sustain marketing and other
operations; (iv) the inability to attract and retain sufficient management and
technical expertise, or the loss of key employees; (v) the inadequacy of our
contractual or legal efforts to protect confidential information or intellectual
property, and the financial inability to pursue legal remedies that may be
available; (vi) the ineffectiveness of our selection, due diligence, execution,
and integration of acquisitions; (vii) the direct or indirect effects of hackers
on public utilities, telecommunications networks, customers, vendors, service
providers, and the economy or financial markets generally; (viii) other
technical or communications problems, such as power outages, system failures or
system crashes; and (ix) unknown risks and uncertainties, or the inability to
assess any existing risks and uncertainties.

         We believe that this Reoffer Prospectus, which is part of our
registration statement, may be used by the Selling Stockholders for the sale of
the Shares offered hereby for a period of nine months after the date on the
cover page hereof, provided that the information contained herein (including our
financial statements) is not more than 16 months old from the date of such
Reoffer Prospectus and we otherwise comply with applicable securities laws. We
cannot assure you, however, that our registration statement will remain
effective as we intend. The value of the Shares being offered by this Reoffer
Prospectus could deteriorate if a current Reoffer Prospectus covering the Shares
is not part of an effective registration statement, or if the Common Stock is
not registered for sale or exempt from registration in the jurisdictions
governing the sales made under this Reoffer Prospectus.

                                       8
FORWARD-LOOKING AND CAUTIONARY STATEMENTS

         This prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act and
such forward-looking statements are subject to the safe harbors created thereby.
For this purpose, any statements contained in this prospectus except for
historical information may be deemed to be forward-looking statements. Also,
words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate," or "continue" or the negative or other variations thereof
or comparable terminology are intended to help you identify forward-looking
statements. In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances are forward-looking
statements. Forward-looking statements include, but are not limited to,
statements regarding:

     -    Our expectations about the marketplace and consumer acceptance.

     -    Our marketing and sales plans.

     -    Our expectations regarding the growth of our business and that our
          business model will succeed.

     -    Our ability to introduce new services and products and improve
          technology.

     -    The success of our technology.

         These statements are not guarantees of future performance. Future
performance is subject to risks, uncertainties and assumptions that are
difficult to predict and may be beyond our control. Therefore, our actual
results could differ materially from anticipated results. These risks and
uncertainties include those noted in "Risk Factors" above.

         We do not undertake any obligation to update or revise any
forward-looking statements contained in this prospectus for any reason, even if
new information becomes available or other events occur in the future.

                                 USE OF PROCEEDS

         The proceeds from the sale of each Selling Stockholder's Common Stock
will belong to the Selling Stockholder. The Company will not receive any
proceeds from such sales of the Common Stock.

                                       9
SELLING STOCKHOLDERS

         The Shares offered under this Reoffer Prospectus are being registered
for reoffers and resales by Selling Stockholders of the Company who have and may
in the future acquire such Shares under the Agreements listed on the cover page
of the Reoffer Prospectus (the "Agreements"). The Selling Stockholders named in
the following table may resell all, a portion, or none of such Shares. There is
no assurance that any of the Selling Stockholders will sell any or all of the
Shares being registered hereunder.

         The following table sets forth certain information concerning the
Selling Stockholders as of March 8, 2000, and as adjusted to reflect the sale by
the Selling Stockholders of the Shares offered hereby, assuming all of the
Shares offered hereby are sold:
------------------------------- ---------------------------------------------- --------------------------------------
                                                                                      PERCENTAGE OF SHARES OF
                                                                                           COMMON STOCK
                                            SELLING STOCKHOLDERS                       BENEFICIALLY OWNED(3)
------------------------------- ---------------------------------------------- --------------------------------------
                                 NUMBER OF SHARES        NUMBER OF SHARES
             NAME                    OWNED (1)             OFFERED (2)          BEFORE OFFERING     AFTER OFFERING
------------------------------- -------------------- ------------------------- ------------------- ------------------
Thomas Hemingway(4)                       1,704,609          150,000                 15.4%               14.0%
------------------------------- -------------------- ------------------------- ------------------- ------------------
James H. Budd(5)                          1,214,715          117,000                 11.4%               10.3%
------------------------------- -------------------- ------------------------- ------------------- ------------------
T. Richard Hutt(6)                        1,230,391          117,000                 11.6%               10.5%
------------------------------- -------------------- ------------------------- ------------------- ------------------
David Lyons (7)                              11,700           11,700                   *                   *
------------------------------- -------------------- ------------------------- ------------------- ------------------
Robert Way(8)                               301,857          110,000                  2.8%               1.8%
------------------------------- -------------------- ------------------------- ------------------- ------------------
Donald C. Watters, Jr.(9)                 1,209,759          150,000                 10.7%               9.4%
------------------------------- -------------------- ------------------------- ------------------- ------------------
David P. Noyes(10)                          343,750          150,000                  3.2%               1.8%
------------------------------- -------------------- ------------------------- ------------------- ------------------
Lee Puglisi (11)                             40,000           15,000                   *                   *
------------------------------- -------------------- ------------------------- ------------------- ------------------
Ryan Spencer (12)                             3,000            3,000                   *                   *
------------------------------- -------------------- ------------------------- ------------------- ------------------
1.   Represents shares beneficially owned by the named individual, including
     shares that such person has the right to acquire within 60 days of the date
     of this Reoffer Prospectus. Unless otherwise noted, all persons referred to
     above have sole voting and sole investment power.
2.   Does not constitute a commitment to sell any or all of the stated number of
     Shares of Common Stock. The number of Shares offered shall be determined
     from time to time by each Selling Stockholder at his sole discretion.
3.   Based on 10,532,463 shares of Common Stock outstanding as of March 21,
     2000.
4.   Mr. Hemingway is a Director and the Chief Executive Officer of the Company.
     Includes 542,500 shares which may be purchased pursuant to stock options
     which are currently, or within the next 60 days will be, exercisable.
     Includes 115,395 shares of Ms. Detra Mauro Hemingway, the spouse of Mr.
     Hemingway.
5.   Mr. Budd is a Director and the Vice President of Marketing of the Company.
     Includes 117,000 shares which may be purchased pursuant to stock options
     which are currently, or within the next 60 days will be, exercisable.
6.   Mr. Hutt is a Director, a Vice President and the Secretary/Treasurer of the
     Company. Includes 117,000 shares which may be purchased pursuant to stock
     options which are currently, or within the next 60 days will be,
     exercisable.
7.   Mr. Lyons is a Director. Includes 11,700 shares which may be purchased
     pursuant to stock options which are currently, or within the next 60 days
     will be, exercisable.
8.   Mr. Way is a Vice President of the Company. Includes 269,427 shares which
     may be purchased pursuant to stock options which are currently, or within
     the next 60 days will be, exercisable.
9.   Mr. Watters is a Director and the President and Chief Operating Officer of
     the Company. Includes 748,568 shares which may be purchased pursuant to
     stock options and warrants which are currently, or within the next 60 days
     will be, exercisable.
10.  Mr. Noyes is the Chief Financial Officer of the Company. Includes 343,750
     shares which may be purchased pursuant to stock options and warrants which
     are currently, or within the next 60 days will be, exercisable.
11.  Mr. Puglisi is a consultant.
12.  Mr. Spencer is a consultant.

* Represents less than 1%.

                                       10
PLAN OF DISTRIBUTION

         All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on the over-the-counter bulletin board or otherwise, at
market prices at the time of sale, at prices related to market prices, or in
negotiated transactions.

         The Selling Stockholders may effect these transactions by selling the
Common Stock to or through broker-dealers, who may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Common Stock for whom the broker-dealer may act as
an agent or to whom they may sell the Common Stock as a principal, or both. The
compensation to a particular broker-dealer may be in excess of customary
commissions.

         The Selling Stockholders and broker-dealers who act in connection with
the sale of the Common Stock may be considered "underwriters" within the meaning
of the Securities Act, and any commissions received by such broker-dealers and
profits on any resale of the Common Stock as a principal may be considered
underwriting discounts and commissions under the Securities Act.

         In addition, the Shares may be sold pursuant to Rule 144 under the
Securities Act, rather than pursuant to this Reoffer Prospectus.

         We have agreed to bear expenses in connection with the registration and
sale of the Common Stock offered by the Selling Stockholders (other than selling
commissions). The Selling Stockholders will pay all brokers' commissions,
concessions or discounts. Our obligation includes paying the filing fees and
costs of filings.

         An investor may only purchase the Shares being offered hereby if such
shares are qualified for sale or are exempt from registration under the
applicable securities laws of the state in which such prospective purchaser
resides. We have not registered or qualified the Shares under any state
securities laws and, unless the sale of such Shares to a particular investor is
exempt from registration or qualification under applicable state securities
laws, the sale of such Shares to an investor may not be effected until such
Shares have been registered or qualified with applicable state securities
authorities.

                                  LEGAL MATTERS

         The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Jeffers, Shaff & Falk, LLP.

                                       11
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Section 145 of the Delaware General Corporation Law (the "Delaware
GCL") empowers a Delaware corporation, including the Company, to indemnify its
directors, officers, employees, and agents under certain circumstances. The
Company's Restated Certificate of Incorporation (the "Certificate") provides
that the Company shall indemnify current and former directors and officers of
the Company or persons who serve or have served, at the request of the Company,
as directors or officers of any other corporation in which the Company at such
time owns or owned shares of stock or is or was a creditor, to the full extent
authorized by the Delaware GCL as it may from time to time be amended. Moreover,
the Certificate provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except (i) for any breach of the duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) for
liability under Section 174 of the Delaware GCL (involving certain unlawful
dividends or stock repurchases), or (iv) for any transaction from which the
director derived an improper personal benefit.

         Under the Delaware GCL, to the extent that an officer or director of a
corporation is successful on the merits in the defense of an action, the
corporation must indemnify such person for his or her actual and reasonable
expenses incurred in connection with such defense. The Certificate provides that
the Company shall indemnify officers and directors against any and all expenses,
including amounts paid on judgment, counsel fees, and amounts paid in settlement
(before or after suit is commenced) by such persons in connection with the
defense or settlement of any claim, action, suit or proceeding in which they, or
any of them, are made parties, to the full extent permitted by the Delaware GCL.

         Under its Bylaws, the Company may indemnify its directors, officers,
employees and agents and the directors, officers, employees or agents of any
other corporation if the person was serving at the request of the Company. The
indemnification is required if the person is successful on the merits or
otherwise in defending the claim and is permitted in other circumstances, if
indemnification is authorized in the specific instance by the Company or by a
majority vote of the Company's stockholders. Indemnification is permitted only
if the person was acting in good faith in a manner reasonably believed to be in
or not opposed to the best interests of the Company. If the person is judged to
be liable to the Company in any action brought in the Company's name,
indemnification is only permitted if the court acting in the matter specifically
allows it. The Company is authorized to advance expenses to a director or
officer upon that person's agreement to repay the Company if such person
ultimately is not entitled to indemnification.

         The Company is also empowered under its Bylaws to purchase insurance on
behalf of any person whom the Company is required or permitted to indemnify. The
Company has entered into agreements with its directors and executive officers,
which require the Company to indemnify such persons to the fullest extent
permitted by law against certain losses that they may incur in legal proceedings
arising in connection with their services to the Company and to advance expenses
upon their agreement to repay the Company if such person is ultimately not
entitled to indemnification.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to the Company's directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

                                       12
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by eSynch Corporation (the "Company")
with the Commission are incorporated in and made part of this registration
statement by reference, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference.

     (1)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999.

     (2)  The Company's Current Report on Form 8-K dated February 15, 2000.

     (3)  The Company's Current Report on Form 8-K dated February 8, 2000.

     (4)  The Company's Current Report on Form 8-K dated January 27, 2000.

     (5)  The Company's Current Report on Form 8-K dated October 15, 1999.

     (6)  The Company's Current Report on Form 8-K/A dated August 13, 1999.

     (7)  The Company's Current Report on Form 8-K dated April 19, 1999.

     (8)  The description of the Company's Common Stock, filed with the
          Commission on February 29, 2000 on Form SB-2 describing the Common
          Stock referred to herein, including any amendment or report filed to
          update the description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the filing
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated and to be a part
hereof from the date of filing such documents.

         For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this registration statement.

                                       II-1
ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5   INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "Delaware
GCL") empowers a Delaware corporation, including the Company, to indemnify its
directors, officers, employees, and agents under certain circumstances. The
Company's Restated Certificate of Incorporation (the "Certificate") provides
that the Company shall indemnify current and former directors and officers of
the Company or persons who serve or have served, at the request of the Company,
as directors or officers of any other corporation in which the Company at such
time owns or owned shares of stock or is or was a creditor, to the full extent
authorized by the Delaware GCL as it may from time to time be amended. Moreover,
the Certificate provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except (i) for any breach of the duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) for
liability under Section 174 of the Delaware GCL (involving certain unlawful
dividends or stock repurchases), or (iv) for any transaction from which the
director derived an improper personal benefit.

         Under the Delaware GCL, to the extent that an officer or director of a
corporation is successful on the merits in the defense of an action, the
corporation must indemnify such person for his or her actual and reasonable
expenses incurred in connection with such defense. The Certificate provides that
the Company shall indemnify officers and directors against any and all expenses,
including amounts paid on judgment, counsel fees, and amounts paid in settlement
(before or after suit is commenced) by such persons in connection with the
defense or settlement of any claim, action, suit or proceeding in which they, or
any of them, are made parties, to the full extent permitted by the Delaware GCL.

         Under its Bylaws, the Company may indemnify its directors, officers,
employees and agents and the directors, officers, employees or agents of any
other corporation if the person was serving at the request of the Company. The
indemnification is required if the person is successful on the merits or
otherwise in defending the claim and is permitted in other circumstances, if
indemnification is authorized in the specific instance by the Company or by a
majority vote of the Company's stockholders. Indemnification is permitted only
if the person was acting in good faith in a manner reasonably believed to be in
or not opposed to the best interests of the Company. If the person is judged to
be liable to the Company in any action brought in the Company's name,
indemnification is only permitted if the court acting in the matter specifically
allows it. The Company is authorized to advance expenses to a director or
officer upon that person's agreement to repay the Company if such person
ultimately is not entitled to indemnification.

         The Company is also empowered under its Bylaws to purchase insurance on
behalf of any person whom the Company is required or permitted to indemnify. The
Company has entered into agreements with its directors and executive officers,
which require the Company to indemnify such persons to the fullest extent
permitted by law against certain losses that they may incur in legal proceedings
arising in connection with their services to the Company and to advance expenses
upon their agreement to repay the Company if such person is ultimately not
entitled to indemnification.

                                      II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS

4.1      Form of Stock Certificate
4.2      Stock Option Agreement between the Company and Thomas Hemingway
4.3      Stock Option Agreement between the Company and James H. Budd
4.4      Stock Option Agreement between the Company and T. Richard Hutt
4.5      Stock Option Agreement between the Company and David Lyons
4.6      Stock Option Agreement between the Company and Robert Way
4.7      Warrant Agreement between the Company and Donald C. Watters, Jr.
4.8      Warrant Agreement between the Company and David P. Noyes
4.9      Consulting Agreement between the Company and Lee Puglisi
4.10     Consulting Agreement between the Company and Ryan Spencer
5.1      Opinion of Jeffers, Shaff & Falk, LLP
23.1     Consent of Jeffers, Shaff & Falk, LLP (included in Exhibit 5.1)
23.2     Consent of Hansen, Barnett & Maxwell.

ITEM 9.  UNDERTAKINGS

         (a)     The Company hereby undertakes to file, during any period in
which offers or sales are being made of the securities registered hereby, a
post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this registration statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the registration statement.

         (b) The Company hereby agrees that, for the purposes of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;

         (c) The Company hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering;

         (d) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's

                                       II-3
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

         (e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of eSynch Corporation, do
hereby constitute and appoint Thomas Hemingway or Donald Watters, Jr., or either
of them, as our true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) hereto or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tustin, and State of California on March 22, 2000.

                                     eSYNCH CORPORATION

                                     By:  /s/ THOMAS HEMINGWAY
                                          ------------------------------------
                                     Thomas Hemingway, Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:
/s/ Thomas Hemingway           Chairman,                         March 22, 2000
---------------------------    Chief Executive Officer
Thomas Hemingway               and Director

/s/ Donald Watters, Jr.        President, Chief                  March 22, 2000
---------------------------    Operating Officer
Donald Watters, Jr.            and Director

/s/ T. Richard Hutt            Vice President, Secretary         March 22, 2000
---------------------------    and Director
T. Richard Hutt

/s/ David Noyes                Chief Financial                   March 22, 2000
---------------------------    Officer
David Noyes

/s/  James H. Budd             Vice President and Director       March 22, 2000
---------------------------
James H. Budd

/s/ Robert Way                 Vice President                    March 22, 2000
---------------------------
Robert Way

/s/ Norton Garfinkle           Director                          March 22, 2000
---------------------------
Norton Garfinkle

/s/ David Lyons                Director                          March 22, 2000
---------------------------
David Lyons

/s/ Robert Orbach              Director                          March 22, 2000
---------------------------
Robert Lyons
II-5