U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED AUGUST 31, 2001

e-Synergies, Inc.
(Name of Small Business Issuer in its charter)

California 91-2021595
- -------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer ID. No.)
incorporation or organization)

3 Corporate Plaza #250
Newport Beach, California 92625
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(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: (949) 219-0169
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SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Title of each class to be so registered

Common Stock

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes X No
---- ----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendments to this Form 10-KSB.

[ X ] The issuer's revenues for the Fiscal Year ended August 31, 2001 was
$2,503,404.

The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the issuer as of August 31, 2001,
computed by reference to the close price as at August 31, 2001 of the
registrant's Common Stock as quoted on the over-the counter bulletin
board on such date, was approximately $23,931,967. As at August 31, 2001,
there were 16,415,457 shares of the issuer's common stock outstanding.

Transitional Small Business Disclosure Format (check one)

Yes No X
----- -----

PART 1
- ------

Statements contained in the annual report that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed in filings
with the Securities and Exchange Commission, including without limitation in
Item 1.

TABLE OF CONTENTS
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PART I
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Item 1 Description of Business ........................ 3

Item 2 Description of Property......................... 17

Item 3 Legal Proceedings .............................. 17

Item 4 Submission of Matters to a
Vote of Security Holders........................ 17

PART II
- -------
Item 5 Market for Common Equity and
Related Stockholder Matters .................... 18

Item 6 Management's Discussion and
Analysis of Financial Condition
and Results of Operations .................... 20

Item 7 Financial Statements and
Supplementary Data ........................... 24

Item 8 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure ......................... 24

PART III

Item 9 Directors and Executive Officers
of the Registrant ............................ 24

Item 10 Executive Compensation ....................... 28

Item 11 Security Ownership of Certain
Beneficial Owners and Management ............. 29

Item 12 Certain Relationships and
Related Transactions ......................... 30

Item 13 Exhibits and Reports on Form 8-K ............. 30

SIGNATURES ..............................................

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business Development

We were organized on February 29, 2000, in order to engage in the online sales
of caviar. On July 3, 2000, our registration statement on Form SB-2 was
declared effective by the Securities and Exchange Commission. On November 1,
2000, our securities were approved for a quotation on the over-the-counter
bulletin board. On December 1, 2000, we changed our name to e-Synergies, Inc.
to emphasize our expansion of our plan of operations into e-commerce solutions.

We provide services that optimize business performance by providing fully-
integrated eBusiness Solutions to Fortune 2000 companies. Focusing on two key
practices, Web Services and electronic customer relationship management, or
eCRM, e-Synergies provides businesses with a single source of back-end Web
technology, front-end design, and eCRM campaigns. E-Synergies' strategic Web
services offers clients a Core Product Suite that is made up of core modules
that solve the most common problems in developing E-Commerce applications; and
e-Synergies offers complete eCRM services to drive customer relationships and
to better monotize the Web properties it creates for its' clients. e-Synergies
solutions have been successfully implemented in a wide range of industries,
including, media & entertainment, hospitality, retail, automotive, packaged
goods and publishing. Current clients include CBS, Hilton, Castrol, Mazda, MTV,
CNN/Sports Illustrated Interactive, Starbucks, Thomas Cook, and JC Penney. e-
Synergies' goal is to be the industry leader in providing integrated eBusiness
solutions to Fortune 2000 companies.

E-Synergies, Inc.'s mailing address is 3 Corporate Plaza, Newport Beach,
California 96265. The telephone number of its principal executive office is
(949) 219-0169.

FORWARD LOOKING STATEMENTS

This registration statement contains forward-looking statements. E-Synergies,
Inc.'s expectation of results and other forward-looking statements contained in
this registration statement involve a number of risks and uncertainties. Among
the factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.

THE INDUSTRY

The Web services market represents a powerful and expanding opportunity that is
projected to grow Worldwide from $27 billion in 2001 to $68 billion in 2005
according to IDC. The U.S. alone represents over 45% of this market
opportunity. As Fortune 500 and Global 2000 companies address the need for
profitable growth, technology projects are increasing in size and complexity.
e-Synergies should benefit from the trend to outsource these projects to
companies with a proven track record in successful technology development.

Businesses are increasingly in need of strategic applications that enable them
to expand the number of end-users, foster loyalty and provide personalized,
one-to-one communications. By 2004 Gartner Group projects the digital marketing
industry to grow to over $66 billion. Leveraging its proprietary eCRM
technology and strong industry experience e-Synergies is in a unique position
to capture market share and encourage additional business from its existing
customers.

As the Internet grows, advertisers and marketers have the opportunity to reach
broad, global audiences. Jupiter Communications estimates that spending for
advertising on the Internet in the United States will increase from
approximately $1.9 billion in 1998 to $7.7 billion by 2002, representing a
compound annual growth rate of 42%. The Direct Marketing Association has
estimated that spending on Internet direct marketing to consumers will grow
from an estimated $224 million in 1998 to $2.0 billion in 2003, representing a
compound annual growth rate of 55%. Due to the growth in the number of Web
users, the interactive nature of the Web and the Web's global reach,
advertisers and marketers are increasing their use of the Internet to promote
their products, services and brands.

e-Synergies provides technology-based e-marketing services that enable
companies to deliver customized online marketing messages. e-Synergies provides
marketers with an Application Service Provider (ASP) e-marketing solution that
is fully integrated, affordable and user friendly to help clients grow market
share, increase customer revenue and improve customer retention. e-Synergies'
comprehensive suite of tools will analyze customer behavior, deliver targeted
and personalized e-marketing campaigns and measure customer response for use in
future campaigns. These solutions enable marketers to optimize all of their
marketing programs including rich media e-mail, site personalization, direct
mail and other promotional activities.

THE E-SYNERGIES SOLUTION

e-Synergies delivers a complete enterprise level solution for Fortune 2000
businesses pursuing an e-strategy. Focusing on three key practices, Web
Services, eCRM, and e-marketing, e-Synergies provides businesses with a single
source of back-end Web technology, front-end design, and eCRM campaigns. Two
subsidiary companies drive these critical practices for e-Synergies: Xceed -
Web Services, and Salesmation.com.

We recently completed an acquisition of e2 Communications, Inc., which was
pending and not closed by August 31, 2001. With offices in the United States
and Europe, Dallas-based e2 Communications is a leading provider of automated
e-mail driven eCRM solutions that enable companies to acquire, track, target
and retain customers. e2 offers the most complete e-mail driven eCRM solution
available and features two industry leading capabilities: (1) an integrated
closed-loop e-marketing platform that combines data capture, messaging
fulfillment, analysis and reporting in a hassle-free hosted environment; and
(2) Intelligent e-mail campaigns that drive outstanding response rates through
a powerful combination of highly individualized messaging, visually engaging
rich media, and viral interactivity. Annual volume exceeds 1 billion email
transactions. e2 Communications, Inc. is a Plano, Texas based Company. Formed
in October of 1997, originally as e2 Software, e2 began development of a
product known as SalesOffice that was the forerunner of our existing product
offering.

As of August 31, 2001, we forfeited 11 percent of our stock ownership of
CommerceSWITCH due to lack of payment under the acquisition agreement, and we
retain 40 percent of CommerceSWITCH as an investment.

E-SYNERGIES XCEED, INC.

Acquisition of Assets

On July 19, 2001, the United States Bankruptcy Court for the Northern District
of Illinois (the "Court") approved the purchase by e-Synergies, inc. ("e-
Synergies") of substantially all the operating assets (the "Acquired Assets")
and the assumption of certain liabilities (the "Assumed Liabilities") of
Worldwide Xceed Group, Inc. ("Worldwide Xceed"), a debtor-in-possession in case
number 01-15553 filed under Chapter 11 of Title 11 of the United States Code.
The parties effected the purchase pursuant to that certain Asset Purchase
Agreement (the "Purchase Agreement" a copy of which is attached as Exhibit 1),
dated July 3, 2001.

Immediately upon the Court's approval of the purchase and pursuant to that
certain Assignment and Assumption Agreement between e-Synergies and e-Synergies
Xceed, Inc. ("Xceed"), a wholly-owned subsidiary of e-Synergies, dated July 19,
2001, e-Synergies assigned all of its right title and interest in the Acquired
Assets to Xceed and Xceed assumed and agreed to pay the Assumed Liabilities of
e-Synergies.

The common stock of Worldwide Xceed previously traded on the Nasdaq under the
"XCED" symbol. Trading was halted on or about May 1, 2001 and the securities
were dropped from quotation on The Nasdaq National Market on or about May 4,
2001. Worldwide Xceed previously operated as a management and computer software
consulting provider, helping companies to develop e-commerce and e-business
solutions, and improve business performance through more effective and
efficient communication tools, techniques and technologies.
The Acquired Assets include: (1) certain intellectual property, including but
not limited to domain names, trademarks (both pending and allowed) and
copyrights; (2) certain personal property, including but not limited to client,
customer and advertiser lists, office equipment, furnishings and computer
equipment; (3) certain outstanding accounts receivable with an aggregate stated
value of approximately $2,866,000; (4) certain rights to receive payment for
services rendered to customers but not yet billed with an aggregate stated
value of approximately $1,047,000; (4) certain assigned contracts, including
contracts for the continuation of services for ten customers; (5) certain
employee covenants, including but not limited to non-disclosure,
confidentiality and non-solicitation agreements; and (6) all books and records
pertaining to the assets acquired by e-Synergies.
Several customers whose contracts were assigned, as described in (4) above, are
CBS Entertainment, a division of CBS Broadcasting, Inc., Hilton Hotels
Corporation, Herman Miller RED, and Castrol North America, Inc. A complete list
of the assigned contracts is included as an exhibit to the Purchase Agreement.

The Assumed Liabilities include: (1) certain specifically identified trade
accounts payable, accrued expenses and other liabilities, which collectively
equal approximately $123,000; (2) certain accrued salaries and wages relating
to employee services for a portion of the July 15 payroll period and in an
amount equal to $97,925; (3) certain accrued vacation benefits of employees
transferred to e-Synergies in an amount approximately equal to $322,000; (4)
certain obligations, including cure amounts, related to above mentioned
assigned contracts, including most prominently the leases for office space in
Chicago, Dallas and Los Angeles; and (5) a restructured financing facility with
Spherion Corporation with a face amount equal to $4,000,000. The accrued
salaries and wages assumed by e-Synergies was increased to an aggregate of
approximately $310,000 as a result of e-Synergies agreeing to fund forty
percent (40%) of Worldwide Xceed's July 15 payroll, since the closing of the
acquisition did not occur until July 19.

The consideration paid by e-Synergies to Worldwide Xceed at the closing of the
acquisition (the "Closing"), in addition to the assumption of the above-
described Assumed Liabilities, was equal to $1,750,000 in cash, and $559,620.24
in the form of a promissory note issued by e-Synergies in favor of Worldwide
Xceed. The promissory note is due on or before August 15, 2001, bears interest
at the rate of eighteen percent (18%) per annum, and is secured by a security
interest in all of the Acquired Assets. The amount of consideration paid by e-
Synergies resulted from arms length negotiations between executive management

of e-Synergies and executive management of Worldwide Xceed, as well as approval
by the secured creditors of Worldwide Xceed and the Court.

To obtain Spherion Corporation's approval of the purchase, e-Synergies also
agreed to make an advance payment at Closing of $1,000,000 in cash to Spherion
Corporation, causing the face amount of the restructured financing facility
with Spherion Corporation to be reduced to $3,000,000 immediately following
such payment. The portion of the financing facility that remains outstanding is
secured by the accounts receivable related to services already rendered to
customers, whether billed or unbilled, and acquired by e-Synergies pursuant to
this transaction. Any receivables relating to services rendered after the
acquisition are not subject to the terms of the financing facility.

e-Synergies, through Xceed, maintains and operates the acquired assets, with
the transferred employees and the assigned client contracts, as a separate
sustainable business that compliments the services and products offered by e-
Synergies' other subsidiaries. The costs associated with the Acquired Assets,
Assumed Liabilities and transferred employees will be closely examined with a
purpose toward eliminating duplicative roles and expenses and reducing non-
duplicative expenses, while maintaining the company's client service and
revenue generation capabilities.

e-Synergies borrowed $3,000,000 from five persons to effect the transaction to
acquire the assets of Worldwide Xceed. Market Strategems, Inc. loaned $150,000
(the "Strategems Loan"), Suprafin, Inc. loaned $1,100,000 (the "Suprafin
Loan"), Hitechcafe.com loaned $1,000,000 (the "Hitech Loan"), Steven and Linda
Eichberg loaned $300,000 (the "Eichberg Loan"), and First International Bank
loaned $450,000 (the "Bank Loan"). The Strategems Loan bears interest at the
rate of seven percent (7%), is due in three years, and is unsecured. The
Suprafin Loan bears interest at the rate seven (7%), is due in three years, and
is unsecured. The Hitech Loan bears interest at the rate of ten and three-
quarters percent (10.75%), is due in sixty days, and is secured by a blanket
lien on all the assets of e-Synergies. The Eichberg Loan bears interest at the
rate of ten and three-quarters percent (10.75%), is due in sixty days, and is
secured by a blanket lien on all the assets of e-Synergies. Bank Loan bears
interest at the rate of seven percent (7%), is due in three years, and is
unsecured. Collectively these five loans are referred to herein as the "Loans."

Business of Xceed

Xceed is a Web Services firm that builds eBusinesses through a fusion of
internal and external business strategy, creative development, marketing and
technology. Xceed works with clients to develop and implement e-business
strategy for profitable growth. Xceed has experience in developing visual and
interactive content and creating online brand campaigns that enhance and extend
its clients' relationships with their customers. The Company's technical
professionals perform system integration and administration service for clients
using proprietary and industry software products such as Broadvision, ATG, Open
Market and Vignette. Xceed won InternetWeek's "Best eBusiness in the Nation"
award in June 2001 for its work on Hilton and Herman Miller.

Xceed designs digital solutions that allows its clients to compete more
effectively in today's economy. Xceed integrates strategy, creative
design, marketing, and technology to provide complete, customer-specific

solutions that accelerate the development of e-business, helping enterprises
increase shareholder value and develop new ways of working. Xceed works with
clients to develop and implement e-business strategy for profitable growth.
Xceed has experience in developing visual and interactive content and
Creating online brand campaigns that enhance and extend its clients'
Relationships with their customers. By translating strategic, creative and
business requirements into sophisticated and functional technology platforms,
Xceed is able to deliver e-commerce platforms, customer relationship management
systems, sales automation systems, electronic markets and exchanges, Internet
and intranet portals, as well as the implementation of enterprise middleware
and integration of Internet solutions with legacy systems.

SALESMATION.COM

Salesmation.com is a technology-based e-marketing company that provides:

* Affordable, easy-to-use Web-based e-marketing tools

* Turn-key interactive marketing services

Data and e-mail list services

Salesmation has two wholly-owned subsidiaries, M Ltd. (M2) and Dotcom Ideas,
Inc. (Dotcom). M , a Maryland corporation, mainly provides language translation
services to companies that market computer software, hardware, websites, and
other services to multiple-language customer bases. Dotcom, a Delaware
corporation, is an investment company with investments in the computer,
technology, and finance industries in the United States and South Africa.

On April 2, 2001, Salesmation entered into a Share Exchange Agreement with
HealthStar Corp. (HealthStar), a Delaware corporation. Under the agreement,
HealthStar issued 4,000,000 shares of its voting common stock to Salesmation
for all of the outstanding common stock of M2. However, 1,500,000 shares are
being held in escrow and will be released to Salesmation only if M2 meets
certain financial performance goals in the future. In the event that M2 fails
to achieve the required goals, the 1,500,000 shares will be returned to
HealthStar for cancellation. The 4,000,000 shares, which represent
approximately 48% of the outstanding shares of HealthStar common stock, are
subject to a lock-up provision and have voting restrictions placed on them. The
lock-up provision prohibits Salesmation from selling, transferring, pledging,
or otherwise disposing of the shares for a period of one year from the date of
the agreement. Additionally, Salesmation executed an irrevocable proxy relative
to the 4,000,000 shares whereby they vested all of the rights to vote the
shares with the HealthStar board of directors for as long as they hold the
shares.

Products and Services

Salesmation.com's technology-based e-marketing services encompass e-mail
marketing management, campaign planning and execution, campaign message
management and campaign analysis. Our tools can be delivered individually or as
a suite of services and are principally priced based on cost per thousand
impressions and available on a monthly subscription plan or pre-pay discount
plan.

Salesmation.com will initially launch three core technology-based e-marketing
tools targeted for use by small to mid-sized businesses. Salesmation.com will
provide marketers with an Application Service Provider (ASP) e-marketing
solution that is fully integrated, affordable and user friendly to help clients
grow market share, increase customer revenue and improve customer retention. A
comprehensive suite of tools will analyze customer behavior, deliver targeted
and personalized e-marketing campaigns and measure customer response for use in
future campaigns. eMessage Mailer( lets a client personalize and customize the
selling message to each of their individual customers using rich-media
templates. eCampaign Manager( integrates and transforms online and offline
customer information into actionable e-marketing insights, which enables
marketers to build powerful marketing campaigns. This will help maximize the
most important business drivers of Web sites: visitor acquisition, customer
conversion, and customer retention. eCampaign Manager delivers a closed-loop
solution that is designed to ensure that the right message or offer, is
presented to the right customer, delivered through the right channel, and
communicated at the right time. eCampaign Plus!( is everything that's in
eCampaign Manager plus a powerful rules engine that gives clients the power to
deliver precisely targeted marketing campaigns based on an unlimited
combination of offline demographics and online click stream data.

Salesmation.com also provides clients with two additional services. The first,
interactive marketing services provide marketing consulting, creative services
and copy writing to enhance or compliment the tool offering. The second
service, data and e-mail list services, allows clients to acquire new customers
through opt-in e-mail campaigns. Together, the technology-based products, the
interactive marketing services and the data and e-mail list services will
provide an integrated, simple solution to marketing on the Internet.

Differentiation

Salesmation.com anticipates that it will be a disruptive force in the Web based
e-marketing landscape. The majority of the competitive set is focused on high-
end, high-priced complex solutions. Salesmation.com is radically altering the
e-marketing paradigm by releasing the industry's first affordable, accessible
and easy-to-use integrated online marketing service that is targeted for broad
use by small to mid-sized businesses.

Cost Effective Price.

By minimizing the need for the intervention of programmers and technical
support representatives, the Salesmation.com one-to-many ASP model allows for
an extremely competitive subscription based and pre-paid discount pricing
plans. These pricing structures enable companies to open accounts with minimal
risk.

High Accessibility.

Offering the Salesmation.com suite of tools as a Web-based application service
allows companies to sidestep a number of the costs and concerns associated with
client-server based e-business applications, including those related to
hardware requirements, server load, planning, implementation, integration time
and scalability. By eliminating back-end integration and by emphasizing object-
oriented functionality, Salesmation.com is able to simultaneously serve

thousands of clients with its state of the art server infrastructure.

User Friendly.

Without the necessity for back-end integration and with an intuitive graphical
user interface, the Salesmation.com suite of tools can be easily put to work.
This enables employees with limited technical expertise, such as sales reps and
marketers, to master the products.

Unique Services.

Salesmation.com clients are able to serve personalized marketing messages
stylized with creative ads chosen from thousands of unique, pre-created rich-
media templates, enabling them to launch innovative and attention-grabbing
marketing campaigns. Additionally, Salesmation.com provides turn-key
interactive marketing services from strategic consulting to creative execution.
And of course Salesmation.com provides data and e-mail list services for
clients seeking new ways to use the Web Based e-marketing tools.

Closed-Loop Solution.

By intelligently integrating best-of-breed and proprietary technology into a
closed loop solution, Salesmation.com can help businesses develop an invaluable
360-degree view of the customer. By using the powerful rules engine technology
and combining online data with offline data, clients can gain a complete
picture of a customer and can better provide relevant communication messages.

Globalized E-Marketing.

Salesmation.com is building a globalized infrastructure to provide e-marketers
with the tools and services to deliver marketing messages globally. The
Company's relationship with M Limited, a sister company, will enable
Salesmation.com to offer its services in multiple languages. Additionally,
Salesmation.com clients will be able to serve all communications in those
languages, allowing them to expose their offerings in a number of global
markets.

Privacy.

Salesmation.com maintains and strictly enforces a rigorous privacy policy,
which explicitly affirms the Company's commitment to maintaining the security
and privacy of client information, as well as all consumer profile information
handled by Salesmation.com applications. Furthermore, Salesmation.com is a
member of the Direct Marketing Association, and fully adheres to the
organization's Privacy Promise Compliance Guide.

Partnerships

Salesmation.com believes in delivering business advantage through partnership
and our commitment to providing dynamic e-marketing solutions to the
marketplace is relentless. True to that spirit, the company is forging unique,
strategic relationships with an elite core of industry partners. Together, with
partners, Salesmation.com strives to help customers win in the Internet era by
creating comprehensive best-of-breed solutions.

Acxiom

The Acxiom InfoBase is the largest collection of U.S. consumer, business and
telephone data available in one source for database or file enhancement,
analytical services and list rental. The combination of the Acxiom
comprehensive market data with Salesmation.com's online click stream and
purchase behavior enables highly targeted and personalized communications to
consumers.

Blaze Software

Blaze Software is a leading provider of rules-based e-business software
enabling adaptable and personalized interaction that is consistent across all
contact points. The Blaze Advisor Innovator gives business managers the power
to create and change business logic using familiar terms. By combining
Salesmation.com and Blaze technology, marketers can easily personalize e-
marketing campaigns using business rules that drive relevant customer product
recommendations, promotions, and up-sell/cross-sell opportunities.

NetCreations

NetCreations is the largest network of high-quality, targeted opt-in email
addresses on the Internet with more than 3,000 topical lists and 10 million
names. Combined with Salesmation.com's rich-media technology, it provides
clients powerful acquisition e-marketing campaigns.

Business Strategy

Expand Technology-Based Product Offerings. Our underlying Technology-based
product architecture enables Salesmation.com to develop new products and
enhancements rapidly. The Company will continue to invest in research and
development to expand the Technology-based product offerings in the e-marketing
solutions market. Salesmation.com utilizes a customer-driven development cycle,
focused on identifying current and future e-business requirements, through
customer feedback loops and frequent customer meetings. Salesmation.com intends
to continue to work closely with other application, technology and system
integration companies to identify other opportunities to expand our product
offerings.

Deliver Affordable, Accessible and Easy-to-Use Web-Based Products.

By leveraging the flexibility of an application service provider (ASP)
environment Salesmation.com can deliver cost efficient Web-based tools. The
graphical user interface (GUI) will be designed to deliver intuitive products
that will enhance the user experience.

Expand Interactive Marketing Services and Data and E-Mail List Services Groups.

The Salesmation.com Interactive Marketing Services and Data and e-mail list
services groups are important to ensure our customers' success and to drive
increased sales. The professional services assist businesses in developing
innovative ways to implement our technology-based e-marketing solutions,
leading to increased adoption of our products.

Target Small to Mid-Sized e-Commerce Companies.

Salesmation.com can provide significant benefits to small to mid-sized
companies that require e-mail marketing management, campaign message management
and campaign analysis. The Company also intends to target companies that rely
on the Internet to conduct electronic commerce. These constituencies are
targeted through advertising and marketing, the direct sales force, business
development teams and international sales offices.

Create Alliances with Advertising Agencies.

Salesmation.com intends to create alliances with traditional advertising
agencies to extend our direct sales efforts. The Company will provide agencies
with critical e-marketing technology expertise, which Salesmation.com believes
will accelerate our penetration of medium-sized corporate clients.

Maintain Technology Differentiation.

Salesmation.com believes that our technology is a key competitive
differentiator. Our technology platform enables us to efficiently deploy
services that give our clients innovative marketing capabilities while
providing the ability to integrate on-line and off-line customer information
into targeted online messages in real time. Our architecture enables our
services to scale geographically across the Internet and can manage a large
number of transactions at any given time.

Enhance Sales Capabilities.

through Marketing and Business Relationships. Salesmation.com plans to
broaden our existing marketing and business relationships with companies such
as Blaze Software, iLux, Net Perceptions and Acxiom, and to build relationships
with additional companies for our campaign and message management capabilities.
The Company is seeking to work with traditional and interactive advertising
agencies, online ad serving companies, ad publishing representatives, Web
development and consulting firms, business application companies and systems
integrators. Our objective is to establish alliances with these companies and
accelerate our sales penetration into clients that would benefit from our
services. In addition, the Company expects to develop and manage affiliate and
sponsorship programs that generate shared revenues derived from prospective e-
commerce-based services.

Deliver Flexible Online Marketing Solutions.

Salesmation.com believes that online marketers will increasingly demand greater
flexibility and accountability in their marketing programs. Because the Company
can unbundle our technology-enabled tools and services, our services can be
deployed together with the capabilities offered by some other advertising and
technology providers. This flexibility creates enhanced revenue opportunities
and accelerates market adoption of our services and technology by targeting
clients interested in unbundled elements of our services.

Build an International Presence.

Salesmation.com plans to expand our capabilities and presence internationally
in order to capitalize on the global reach of the Internet. The company also
believes there is a significant opportunity to provide our services to
companies based outside of the United States that require technology-enabled
marketing services tailored for their local markets. By leveraging the core-
competency of our sister company M Limited; Salesmation.com will have the
capability to affordably create international marketing modules that permit
multi-language message management.

Product and Service Offerings

Technology-Based Products

Selling on the Internet doesn't have to be difficult - Salesmation.com offers
the most comprehensive solution to Internet marketing. Salesmation.com gives
clients the tools to analyze, target, personalize, advertise and then measure
the results in one easy-to-use, highly affordable package. Salesmation.com is
an integrated suite of easy-to-use, Web-based e-marketing tools that can be
accessed from anywhere, any time - 24 hours a day, seven days a week.
Salesmation.com is an Application Service Provider (ASP) so there's no
software, downloads or upgrades - ever. Three tools make up the initial
Salesmation.com suite:

- - eMessage Mailer - Personal interaction is the key to successful selling -
It's just that simple. eMessage Mailer lets a client personalize and customize
the selling message to each of their individual customers. A large stable of
professionally created rich-media templates are available, or clients can have
Salesmation.com create a custom template. All sent e-mails are tracked to
provide a variety of detailed reporting items.

Features

* Simple-to-use rich-media e-mail templates
* Personalize e-mail greetings and salutations
* eMessage Control Center lets you see all your e-mail reports easily and
quickly
* Line-item list editing
* All e-mails can be uploaded in most standard file formats
* Instantly accessible from any browser location
* eMessage Mailer is a totally Web-based application service provider (ASP)
format
* All data is hosted on Salesmation.com secure servers
* Support for multi-targeted global e-mail marketing messages

- - eCampaign Manager - Internet customers are a moving target. eCampaign Manager
not only helps turn browsers into buyers - it also works to keep them coming
back again and again. Automatically, eCampaign Manager converts analysis into
action. Using information taken from customer's Web site, banners, pop-up
billboards and e-mails are converted into effective, targeted selling tools.

Features

* Automates the delivery of personalized, targeted and dynamic e-mail campaigns
* Easy-to-use, intuitive templates
* Over 100 pre-configured marketing segments - unlimited number of custom
marketing segments
* Flexibility allows clients to precisely target any segment of visitor from
their Web site traffic reports
* Serves custom pop-up billboards and banners on the Web site based on the
visitor behavior
* Recognizes registered and unregistered visitors
* eCampaign Control Center allows client to select the dates, times and
rotation cycle of their campaigns and even manually adjust scheduling after
launch
* Reports all campaign statistics such as total impressions served and click-
thorough percentage
* Simple to use - no learning curve

- - eCampaign Plus! - Everything that's in eCampaign Manager plus a powerful
rules engine that gives clients the power to deliver precisely targeted
marketing campaigns based on an unlimited combination of offline demographics
and online click stream data.

Features

* Allows a client to build their marketing logic into marketing campaigns
* Expands marketing segments with the use of extensive off-line data, and
filtering rules.
* Automatically fires rules based on off-line and on-line data
* Easy-to-use interface

Interactive Marketing Services

Interactive marketing services are available to clients seeking the strategic
and creative support needed to integrate and optimize their marketing efforts,
both within the scope of their Salesmation.com campaigns and beyond. These
services focus on the following areas:

* Strategy - Salesmation.com e-marketing strategy specialists can help clients
identify and reach their target audiences and optimize their use of the
Salesmation.com tools.
* Creative - Leveraging their collective experience in graphic design, Flash
development, Web design and rich-media, the Salesmation.com creative team can
artfully tailor the look, feel, and sound of an e-mail, banner or billboard
campaign according to the client's guidelines.
* Copyrighting - Clients may also leverage the professional copyrighting
expertise of our creative team to enhance the impact of their communication
messages, improve click-through rates, and increase ROI.

Data and E-Mail List Services

A natural complement to the customer retention solutions delivered by the
Salesmation.com platform, the Company's data and e-mail list services enable
clients to dramatically increase their customer acquisition rates through
effective direct e-mail marketing. After working with the client to identify
the desired target audience, Salesmation.com leverages industry relationships
and strategic partnerships to acquire the most highly targeted, third-party e-
mail lists available. The use of each list is sold to the client on a cost-per-
mailing basis. In HTML and rich media campaigns, clients may also leverage
creative and copyrighting services, as well as the Company's e-mail tracking
service, which generates useful reports on click-through rates, open rates, and
bounces.

Salesmation.com has begun to develop relationships to co-op database for small-
to-mid-size businesses. By providing Salesmation.com with a their customer
lists, and allowing other non-competitive businesses to rent these lists,
Salesmation.com will be providing a valuable tool by networking these
companies. Salesmation.com will build and manage this database, collecting a
fee every time a name is used. In addition, Salesmation.com will provide
valuable profile data through the use of enhancement data from Acxiom.

Salesmation.com has also begun to work aggressively to build a proprietary e-
mail database. This database product will have both a B2B and B2C component and
will be developed from a multi-prong marketing approach. Through the use of e-
mail marketing to prospects and banner advertising by Salesmation.com, all
respondents will be added into a marketing database (MDB) that in turn can be
rented to non-competitive businesses. Names will also be added from our Guest
Registrants and Customer MDB. We expect to rent this list at $200 per thousand
names used, with a minimum order of 5,000 names ($1,000 minimum). In addition,
Salesmation.com will develop a B2C list from sweepstakes promotions and will be
able to provide lifestyle interest and demographic characteristics as data
selects when renting this list. The target rental rates for these lists are

$175 - $250 per thousand.

Sales and Marketing

e-Synergies will utilize proven sales and marketing strategies to build
awareness, drive traffic, create customer relationships and build industry
credibility. E-Synergies will distinguish itself from competitors by providing
small to mid-sized businesses with fully integrated, yet affordable and user
friendly, Web-based e-marketing solutions. All e-Synergies tools allow users to
utilize professionally created rich-media templates, personalizing and detailed
ROI tracking. The products and services are designed to be an integral part of
a client's marketing mix to convert Web browsers into buyers. Our e-marketing
tools focus on the most important business drivers of Web sites: visitor
acquisition, customer conversion, and customer retention.

Salesmation maintains a global network of resellers in North and South America
as well as South Africa.

Marketing Plan

* To Create national awareness of Salesmation.com within small to mid-sized
businesses and with marketing and advertising agencies
* To position E-Synergies as simple to use, affordable, technology-based e-
marketing services
* To create and build strong customer relationships and loyalties, using cross
marketing and traditional sales techniques to expand current customer usage

Promotion Strategy

* Generate sales leads and awareness in target markets by exhibiting at trade
events and conferences
* Pursue an aggressive speaking schedule (leading conference sessions, sitting
on discussion panels, speaking at industry events) for the key management
team on the topics of e-marketing
* Partner with interactive associations such as Society for Internet
Advancement to generate grass roots interest in E-Synergies
* Stimulate trial by offering key Technology-based products at a discount for a
limited time
* Proactively develop cross-sell and up-sell opportunities
* Develop and implement an incentive plan to stimulate referrals
* Actively post E-Synergies information on message boards

Public Relations Strategy

* Implement and maintain a national publicity program to position E-Synergies
as a leader and credible expert on technology-enabled e-marketing

Product Development

Strategic Objectives

* Develop a modular, scalable platform on which new products can be developed
and added in a timely manner.

* Develop using layers of abstraction to allow the integration of the E-
Synergies products into partners or client IT infrastructure.
* Create the best technology and implementation available to our customers at
an affordable cost.
* Implement in a platform-agnostic manner to allow the rapid adoption of
emerging technology on any platform.
* Implement a component architecture that allows mixing and matching of
products within the E-Synergies framework.
* Development a multi-project set of development resources (internally and
externally) to provide for integration, product development, and product
enhancement support
* Implement all technology, code, and architecture in a globalized manner to
allow for rapid deployment in any language, anywhere in the world.

Technology

Our proprietary technology platform utilizes a Web-based server side
application with both HTML and java based client modules. The advantages of
deploying a "server side" application lie primarily in the ease with which
product revisions and enhancements can be delivered to the client. The
Company's centralized architecture eliminates the requirement to port, test and
release a majority of the Company's system components on multiple hardware and
software platforms. The production and application systems are maintained and
run by Salesmation.com to ensure the highest level of reliability and service
to the Company's clients. As a result, the Company can iterate new releases of
technology quickly, resulting in time-to-market competitive advantages for its
clients. For example, by simply calling up the Salesmation.com Web page, the
user will always receive the latest version of the Company's Action Analysis
capabilities.

In addition, user authentication and logins are handled through HTTP Secure
Socket Layer protocol using a classical "User Name" and "Password" scheme. This
ensures customer security and privacy. All electronic payment of services is
handled through custom Active Server Page code with payment processing and
verification handled through Card Services International. Our e-mail engine is
custom developed and capable of multiple SMTP threads with throughput that can
be load balanced across multiple UNIX Send-mail clients.

Competitive Advantages of Our Technology

Real Time.

Campaign customization and optimization occurs in or near real time. Our
technology is structured to enable our clients to establish business rules
which will automatically customize an advertising message in response to
predefined events the moment, or shortly after, the event occurs. Real-time
adjustments can also be made manually based on reports received during ongoing
campaigns.

Flexibility.

Our platform is designed to be flexible, supporting both simple operations such
as remote banner serving and click-through tracking and more sophisticated
operations, such as return on investment tracking and automated feedback.

Marketing campaigns can be modified in real time automatically or manually,
based on changes in the data stored in various objects. Our architecture is
also designed to be open and compatible with most major business software
applications and systems. Our technology also supports major industry standards
for programming languages, operating systems and Internet protocols.

Scalability and Reliability. Our architecture is designed to scale in
anticipation of increased transaction demand and the ability of our systems to
process the transactions. Our technology is scalable by simply adding more
servers to accommodate system data traffic. The application logic of our
technology is designed to remain unchanged as the transaction volume grows. In
addition, our technology uses automatic failure protection combined with fault
tolerance, which allows campaign requests to be served even if one or more
servers are down.

Ease of Install.

Salesmation.com does not require a maintenance investment from IT resources. On
the client side, our tools, which operates from within a Web browser, uses a
"wizard-driven" interface that makes its functionality easily available to non-
technical users. Reports can be scheduled or generated on demand without the
intervention of IT staff.

Flexibility to Comply with Privacy Standards.

Our technology is designed in anticipation of privacy concerns and is
engineered to be compliant with both domestic and international privacy
standards. Salesmation.com does not sell any personally identifiable data or
anonymous user profile information.

Technical Support

Salesmation.com provides technical support throughout our Web site using "help"
pop-up buttons and through an outsourced call support center. The call support
center is a month-to-month agreement.

PATENTS

We rely primarily on a combination of trademark, copyright, and trade secret
laws, employee and third-party nondisclosure agreements and other methods to
protect its proprietary rights. The Company enters into non-disclosure
agreements with our employees, consultants and contractors. In addition, all
contractors sign non-compete agreements.

We have trademarks pending for the following marks: Salesmation.com, eMessage
Mailer, eCampaign Manager, eCampaign Plus!, eWeb Profiler, eSales Specialist,
eXpert Marketer, eCustomer Connect, Action Analysis and Internet Sales Made
Simple. Salesmation.com is preparing to file a Utility Patent and a Business
Method Patent to protect technology and business methods that will be included
in upcoming product releases. We own the web site domain names Xceed.com;
Salesmation.com and e-Synergies.com.

COMPETITION

The market for technology-based e-marketing products and services is highly
competitive, evolving and subject to rapid technological change. The current
competitive landscape is occupied with high-end, high-priced client server
based software, although in the past few months several of the companies have
added hosted options. Though most e-marketing solutions currently available in
the marketplace share the common goal of increasing customer revenue and
improving customer retention, they vary greatly in terms of functionality, the
ability to easily deploy the solution, and price. Additionally, most of these
companies do not offer interactive marketing services to provide strategic
marketing consulting and creative support to help clients better utilize their
technology products. e-Synergies distinguishes itself from competitors through
proprietary technology that provides marketers with an easy-to-use, Web-based,
cost-effective and fully integrated e-marketing solution. e-Synergies further
distinguishes itself through its' ability to provide complete interactive
marketing services to assist businesses in developing innovative ways to
implement our technology-based e-marketing solutions. e-Synergies faces
competition primarily in the following areas:

* Providers of e-marketing automation solutions, such as Annuncio, MarketFirst
and Broadbase
* E-mail marketing service providers, such as Digital Impact, ClickACtion and
Message Media.

EMPLOYEES

As of August 31, 2001, e-Synergies had 3 employees; all administrative. Xceed
had 89 employees, including 11 administrative employees, 7 in sales and
marketing, and 71 technical employees. Salesmation had 5 employees. None of
our employees are represented by a labor union or a collective bargaining
agreement. We have only one written employment agreement with Theodore Marr,
our Chairman and Chief Executive Officer.

ITEM 2. DESCRIPTION OF PROPERTY

e-Synergies and Salesmation have offices at 3 Corporate Plaza, #250, Newport
Beach, CA. Xceed has principal locations at 11755 Wilshire Blvd., Los Angeles,
California, 1409 South Lamar, Suite 1007, Dallas, Texas, and 41 East 11th
Street, 11th Floor, New York, N.Y. e2 Communications has offices at 6404
International Pkwy, Suite 1200 Plano, TX and 14 The Green, Richmond, Surrey,
United Kingdom.

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to various legal actions that have arisen in the normal
course of business. The following is a listing of cases in which e-Synergies,
Inc. is a defendant, which are required to be disclosed under generally
accepted accounting principles:

or repossession of the equipment, punitive damages, and attorneys' fees. On
April 12, 2001, the Company answered the complaint by general denial. The
Company negotiated a settlement and entered into a stipulation for entry of
judgment that required the Company to pay to Optimum Networking the full amount
sought over a period of eight months.

On February 26, 2001, Kforce.com filed suit against the Company alleging that
at the Company's request it procured talent that was hired by the Company.
Kforce.com alleged that the Company failed to pay its "finder's fee" of
$10,400. Kforce.com sought $10,400 plus interest, and attorneys' fees. On
April 12, 2001, the Company answered the complaint be general denial. The
Company negotiated a settlement and entered into a stipulation for entry of
judgment that required the Company to pay Kforce.com the full amount sought in
equally monthly payments over a period of six months.

On July 9, 2001, Lucas Associates, Inc. filed suit against the Company alleging
that at the Company's request it procured talent that was hired by the Company.
Lucas Associates, Inc. alleges that the Company failed to pay its "finders fee"
of $16,500. Lucas associates seeks $16,500 plus interest, and attorneys' fees.
On August 8, 2001, the Company answered the complaint by general denial. The
Company has meritorious defenses and intends to contest this matter vigorously.

On August 27, 2001, Technology Ventures, LLC and Matthew Schilowitz filed suit
against the Company alleging that the "Consulting Agreement" between Technology
Ventures and the Company was breached and that Technology Ventures has been
damaged in the amount of $45,000 plus interest and attorney's fees. In
November, the Company answered in the complaint by general denial. The Company
has meritorious defenses and intends to contest this matter vigorously.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 20, 2000, our shareholders approved a 10-1 forward split of our
common share capital, pursuant to a proxy statement filed November 8, 2000.
This action was effectuated by the amendment of our articles of incorporation
on December 1, 2000, and was effected in the marketplace by the over-the-
counter bulletin board on December 7, 2000.

PART II
- -------

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

e-Synergies' Common Stock was quoted on the over-the-counter bulletin
board under the symbol "RCVR" from November 7, 2000 through December 6, 2000.
Since December 7, 2000, it has been quoted on the over-the-counter bulletin
board under the trading symbol, "ESYG." The high and low sale prices of our
common stock were $3.95 and $.025, respectively, during fiscal year 2001.
E-Synergies considers its Common stock to be thinly traded and that any
reported bid or sale prices may not be a true market-based valuation of the
Common Stock. As of August 31, 2001, there were 195 record holders of e-
Synergies' Common Stock.

The following table sets forth the range of high and low bid information for
each full quarterly period of the last fiscal year:

Period Reported Average High Bid Average Low Bid

--------------- ---------------- ---------------
Quarter ended December 31, 2000 $ 3.11 $ .025
Quarter ended March 31, 2001 $ 3.375 $ .4375
Quarter ended June 30, 2001 $ 3.25 $ .45
Quarter ended August 31, 2001 $ 3.95 $ .60

The above quotations reflect inter-dealer prices, without retail mark up, mark
down or commission and may not represent actual transactions. Source of
information: NASD Over-The-Counter Bulletin Board.

RECENT SALES OF UNREGISTERED SECURITIES

From July 3, 2000 through November 30, 2000, we issued 50,000 shares of our
common stock to 35 persons at $0.50 per share, pursuant to our registration
statement on Form SB-2.

On April 2, 2001, we issued 11,187,501 shares of restricted common stock to the
shareholders of Salesmation.com, in order to effectuate the acquisition
agreement of Salesmation. The shares were issued pursuant to Section 4(2) of
the Securities Act of 1933, to sophisticated investors who had superior access
to the financial records of the company; including 3,562,500 shares to Thomas
Ronk and Dreamvest, a company in which Mr. Ronk has an interest; 1,625,000
shares to First International Ventures; 180,000 shares to Esta Viviers; and
2,651,981 shares to Opus International, LLC, a company in which former officer
and director, Marcy M. Englebrecht, has an interest, and 3,249,070 shares to
Salesmation employees, in exchange for services, pursuant to Section 4(2) of
the Securities Act of 1933. Mr. Kensel is a sophisticated investor who had
superior access to the financial records of the company.

In July, 2001, Steven Zipp was issued 500,000 shares as a loan fee, pursuant to
Section 4(2) of the Securities Act of 1933. Mr. Zipp is a sophisticated
investor who had access to all corporate and financial information.

In July, 2001, Steve and Linda Eichberg were issued 125,000 shares as a loan
fee, pursuant to Section 4(2) of the Securities Act of 1933. Mr. Eichberg is a
sophisticated investor who had access to all corporate and financial
information.

In August, 2001, Osborne International, a sophisticated investor, was issued
166,667 shares in exchange for consulting services, pursuant to Section 4(2) of
the Securities Act of 1933.

In August, 2001, Jim Connolly was issued 100 shares in exercise of his option
to purchase shares.

In August, 2001, Daily Financial.com, a sophisticated investor, was issued
5,000 shares in exchange for services, pursuant to Section 4(2) of the
Securities Act of 1933.

In August, 2001, Madrid, a sophisticated investor, was issued 4,000 shares in
exchange for consulting services, pursuant to Section 4(2) of the Securities
Act of 1933.

e-Synergies borrowed $3,000,000 from five persons to effect the transaction to
acquire the assets of Worldwide Xceed, and each loan is represented by a
promissory note payable by us. Market Strategems, Inc. loaned $150,000 (the
"Strategems Loan"), Suprafin, Inc. loaned $1,100,000 (the "Suprafin Loan"),
Hitechcafe.com loaned $1,000,000 (the "Hitech Loan"), Steven and Linda Eichberg
loaned $300,000 (the "Eichberg Loan"), and First International Bank loaned
$450,000 (the "Bank Loan"). The Strategems Loan bears interest at the rate of
seven percent (7%), is due in three years, and is unsecured. The Suprafin Loan
bears interest at the rate of seven (7%), is due in three years, and is
unsecured The Hitech Loan bears interest at the rate of ten and three-quarters
percent (10.75%), is due in sixty days, and is secured by a blanket lien on all
the assets of e-Synergies. The Eichberg Loan bears interest at the rate of ten
and three-quarters percent (10.75%), is due in sixty days, and is secured by a
blanket lien on all the assets of e-Synergies.

PENNY STOCK STATUS

e-Synergies's common stock is a "penny stock," as the term is defined by Rule
3a51(1)of the Securities Exchange Act of 1934. This makes it subject to
reporting, disclosure and other rules imposed on broker_dealers by the
Securities and Exchange Commission requiring brokers and dealers to do the
following in connection with transactions in penny stocks:

- - Prior to the transaction, to approve the person's account for transactions in
penny stocks by obtaining information from the person regarding his or her
financial situation, investment experience and objectives, to reasonably
determine based on that information that transactions in penny stocks are
suitable for the person, and that the person has sufficient knowledge and
experience in financial matters that the person or his or her independent
advisor reasonably may be expected to be capable of evaluating the risks of
transactions in penny stocks.

In addition, the broker or dealer must deliver to the person a written
statement setting forth the basis for the determination and advising in
highlighted format that it is unlawful for the broker or dealer to effect a
transaction in a penny stock unless the broker or dealer has received, prior to
the transaction, a written agreement from the person. Further, the broker or
dealer must receive a manually signed and dated written agreement from the
person in order to effectuate any transactions is a penny stock.

- - Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.

- - Prior to the transaction, the broker or dealer must disclose the aggregate
amount of compensation received or to be received by the broker or dealer in
connection with the transaction, and the aggregate amount of cash compensation
received or to be received by any associated person of the broker dealer, other
than a person whose function in solely clerical or ministerial.

- - The broker or dealer who has effected sales of penny stock to a customer,
unless exempted by the rules, is required to send to the customer a written
statement containing the identity and number of shares or units of each such
security and the estimated market value of the security. The imposition of
these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for our stock.

SECURITY HOLDERS

The approximate number of record holders of shares of the common stock of e-
Synergies outstanding as of August 31, 2001, including those shares held in
broker's street names, was approximately 195.

DIVIDENDS

No dividends have been declared or paid on e-Synergies' common stock, and we
do not intend to pay dividends in the near future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with E-Synergies, Inc.'s
Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.

RESULTS OF OPERATIONS

Year ended August 31, 2001 as compared to year ended August 31, 2000.

We were incorporated on February 29, 2000 and reported no sales for the
fiscal year 2000. Our revenues for the fiscal year ended August 31, 2001
totaled $2,503,404.

We have a net loss for the year ended August 31, 2001 of $1,634,442, compared
to a net loss of $26,661 for the same period last year. The net loss is
attributable to expenses incurred by the subsidiaries we acquired during the
fiscal year and commencement of operations.

Operating expenses amounted to $25,861 for the year ended August 31, 2000 as
compared with $2,554,636 for the year ended August 31, 2001. We attribute the
increase in operating expenses to the acquisition of our subsidiaries during
the fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

At August 31, 2001, we had a working capital deficit of $4,090,159, as compared
to a working capital deficit of $710. The difference is attributed to the
acquisition of subsidiaries and the commencement of operations.

Net cash flows from operating activities was $(1,643,442). Net cash flows from
Operating activities amounted to $(22,917)for the year ended August 31, 2000.
The difference is attributed to the acquisition of subsidiaries.

Our current cash, cash equivalents and cash generated from operations are not
sufficient to meet our obligations as they come due. Accordingly, we will
require an additional substantial cash infusion to continue our operations. We
are considering an asset sale or other comparable transaction as part of a
financial restructuring. If we are unsuccessful in completing a strategic
transaction, we may be required to cease operations, and our common stock may
have no value. In addition, potential investors in our securities should
consider the risk that, even if we are successful in completing a strategic
transaction, our common stock may nonetheless have minimal value.

Due to concerns regarding our ability to continue operations, customers and
vendors are likely to decide not to conduct business with us, or may conduct
business with us on terms that are less favorable than those customarily
extended by them. In that event, our net sales would further decrease, and our
business will suffer significantly.

The audit reports accompanying our financial statements for the years ended
August 31, 2001 and 2000 contain a qualification that certain conditions
indicate that we may not be able to continue as a going concern. The financial
statements do not contain any adjustments that might be necessary in such a
case. The financial statements indicate that substantial operating
losses account for this uncertainty. Many investment bankers and investors view
companies with a "going concern" qualification as less desirable for
investment. Accordingly, we will have a more difficult time raising equity
capital or borrowing capital at all on favorable terms. Our suppliers might be
less willing to extend credit. Our potential customers might be less willing to
purchase our products and services if they believe that we will not be viable
enough to provide service, support, back-up, and follow-on products when
needed. Furthermore, we might be disadvantaged in recruiting employees who
might be concerned about the stability of employment with us. Therefore, the
"going concern" qualification can have severe adverse consequences on us.

RISK FACTORS

WE ARE DEFENDANTS IN SEVERAL LAWSUITS WHICH, IF SUCCESSFUL, COULD FORCE US TO
SEEK PROTECTION FROM THE BANKRUPTCY COURT.

Due to our limited working capital position, if we cannot successfully defend
these actions, we may be forced to seek protection from the bankruptcy court.
That circumstance would likely have a material and negative impact on the value
of your investment.

WE ARE CURRENTLY ASSESSING THE DISCONTINUATION OF CERTAIN OF OUR BUSINESS
LINES. THIS WILL RESULT IN OUR BEING A SMALLER COMPANY.

While a reorganization is expected to reduce our operating losses, it will also
reduce the size of our operations and reduce our visibility in the
e-business industry. Our reduced size could result in our being less
competitive. It could also reduce the value of your investment.

WE HAVE A LIMITED OPERATING HISTORY.

We were incorporated in 2000, but did not commence operations until 2001. Since
then, our business has been substantially refocused and is currently undergoing
further assessment. Thus, we have a limited operating history upon which an
evaluation of us can be based. Our prospects are subject to the risks, expenses
and uncertainties frequently encountered by companies in the new and rapidly
evolving markets for Internet products and services. In addition, should we
survive as a going concern in the near term, we will be subject to all of the
risks, uncertainties, expenses, delays, problems and difficulties typically
encountered in the growth of an emerging business and the development and
market acceptance of new products and services. There can be no assurance that
unanticipated expenses, problems or technical difficulties will not occur which
would result in material delays in market acceptance of our products and
services or that our efforts will result in such market acceptance.

WE MUST DO BUSINESS IN A DEVELOPING MARKET AND FACE NEW ENTRANTS. FAILURE TO
MEET THE CHALLENGES OF NEW PRODUCTS AND SERVICES AND COMPETITORS WILL REDUCE
OUR MARKET SHARE AND THE VALUE OF YOUR INVESTMENT.

The market for Internet products and computer software is rapidly evolving and
is characterized by an increasing number of market entrants who have introduced
or developed products and services. The diverse segments of the Internet market
may not provide opportunities for more than one dominant
supplier of products and services similar to ours. If a single supplier other
than us dominates one or more market segments, our revenue is likely to decline
and we will become a less valuable company.

BECAUSE WE LACK THE NAME RECOGNITION, CUSTOMER BASE AND RESOURCES OF OTHER
COMPANIES PROVIDING INTERNET ACCESS AND OTHER INTERNET RELATED PRODUCTS AND
SERVICES, WE MAY BE UNABLE TO COMPETE SUCCESSFULLY WHICH WOULD REDUCE OUR
REVENUE AND THE VALUE OF YOUR INVESTMENT.

The markets for our products are intensely competitive and are likely to
become even more competitive. Increased competition could result in:

- pricing pressures, resulting in reduced margins;

- decreased volume, resulting in reduced revenue; or

- the failure of our products and services to achieve or maintain
market acceptance.

Any of these occurrences could have a material adverse effect on our
business, financial condition and operating results. Our products and services
face intense competition from multiple competing vendors. Many of our current
and potential competitors have:

- longer operating histories,

- greater name recognition,

- access to larger customer bases, or

- substantially greater resources than we have.

As a result, our principal competitors may respond more quickly than we can to
new or changing opportunities and technologies. For all of the reasons stated
above, we may be unable to compete successfully against our current and future
competitors.

WE HAVE NO ASSURANCE OF MARKET ACCEPTANCE OF OUR PRODUCTS AND SERVICES. IF WE
ARE UNABLE TO RAISE MARKET AWARENESS OF OUR PRODUCTS AND SERVICES, WE MAY
EXPERIENCE DECLINING OPERATING RESULTS WHICH WOULD DIMINISH THE VALUE OF YOUR
INVESTMENT.

We are at an early stage of development and our earnings depend primarily upon
market acceptance of our products and services. There can be no assurance that
our development efforts will progress further with respect to any potential new
services or that they will be successfully completed. In addition, there can be
no assurance that our potential new services will achieve customer acceptance.

There can be no assurance that our services will be successfully marketed. In
addition to our own direct sales force, we use value-added resellers and
distributors to market our satellite products and services. There is no
assurance that any distributor or other reseller will be successful in
marketing our products.

LOSS OF KEY MEMBERS OF OUR SENIOR MANAGEMENT COULD ADVERSELY AFFECT OUR
BUSINESS AND PROSPECTS.

Our success will be dependent largely upon the personal efforts of our
President and Director, Thomas Ronk. The loss of his services could have a
material adverse effect on our business and prospects. We have no life
insurance on any of our officers. Our success is also dependent upon our
ability to hire and retain additional qualified management, marketing,
technical, financial and other personnel. Competition for qualified personnel
is intense and there can be no assurance that we will be able to hire or retain
qualified personnel. Any inability to attract and retain qualified management
and other personnel could have a material adverse effect on us.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK RULES. YOU MAY HAVE GREATER
DIFFICULTY SELLING YOUR SHARES.

The Securities Enforcement and Penny Stock Reform Act of 1990 applies to
stock characterized as "penny stocks," and requires additional disclosure
relating to the market for penny stocks in connection with trades in any stock
defined as a penny stock. The Securities and Exchange Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.

The exceptions include exchange-listed equity securities and any equity
security issued by an issuer that has

- net tangible assets of at least $2,000,000, if the issuer has been in
continuous operation for at least three years;

- net tangible assets of at least $5,000,000, if the issuer has been in
continuous operation for less than three years; or

- average annual revenue of at least $6,000,000 for the last three years.

Unless an exception is available, the regulations require the delivery,
prior to any transaction involving a penny stock, of a disclosure schedule
explaining the penny stock market and the associated risks.

Our financial condition does not meet the above tests. Thus, trading in the
common stock will be covered by Rules 15g-1 through 15g-6 and 15g-9 promulgated
under the Securities Exchange Act. Under those rules, broker-dealers who
recommend such securities to persons other than their established customers and
institutional accredited investors must make a special written suitability
determination for the purchaser and must have received the purchaser's written
agreement to a transaction prior to sale. These regulations would likely limit
the ability of broker-dealers to trade in our common stock and thus would make
it more difficult for purchasers of common stock to sell their securities in
the secondary market. The market liquidity for the common stock could be
severely affected.

YOU COULD SUFFER DILUTION OF YOUR INVESTMENT IF SHARES ARE SOLD PURSUANT TO AN
EQUITY CREDIT ARRANGEMENT, CERTAIN WARRANTS ARE EXERCISED, PREFERRED STOCK IS
CONVERTED INTO COMMON STOCK, OR STOCK OPTIONS ARE EXERCISED.

As of August 31, 2001, we have a total of 16,415,457 shares of common stock
outstanding. We have issued options and warrants to purchase approximately
4,000,000 shares of common stock. On November 15, 2001 the company completed
the stock-for-stock acquisition of e2 Communications which will cause the
issuance of an additional 6,400,000 shares of e-Synergies common stock and
additional options as well. Issuance of any of these shares will dilute your
interest in our company.

WE WILL PAY NO DIVIDENDS TO YOU

We have not paid, and do not expect to pay, any dividends on common stock in
the foreseeable future.

MANY SHARES WILL BECOME ELIGIBLE FOR FUTURE SALE, WHICH MIGHT ADVERSELY AFFECT
THE MARKET PRICE FOR THE SHARES.

As of August 31, 2001, there are approximately 14,355,457 shares of our common
stock outstanding which cannot be sold on the public market. These shares will
become eligible for trading at various dates in 2002. In addition, shares of
common stock acquired pursuant to the e2 Communications acquisition will be
eligible for trading at various dates in 2002. We are unable to predict the
effect that sales of such shares may have on the then prevailing market price
of the common stock. Nonetheless, the possibility exists that the sale of these
shares may have a depressive effect on the price of our common stock.

ITEM 7. FINANCIAL STATEMENTS:

E-Synergies' financial statements for the period August 31, 2000 and August 31,
2001 are included under Item 13.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our quarterly financial statements on Form 10Q were reviewed by a different
independent accountant. However, there have been no changes in the independent
accountants who have audited our financial statements since inception.

PART III.
- ---------

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The Executive Officers of e-Synergies, and their ages, are as
follows:

Name Age Position
- -------------- --- --------------------------------

Theodore Marr 60 Chairman, Board of Directors and
Chief Executive Officer

Tom Ronk 33 President, Chief Operating Officer
And Director

David Wheeler 37 Executive Vice President, Finance
And Legal

Michael Piraino 48 Director

Esta Viviers 47 Director

Marcy M. Englebrecht 43 Director

Patrick Davis 35 Chief Executive Officer
Xceed

Brendon Kensel 31 Chief Executive Officer
Salesmation

Jim Connolly 37 Chief Technology Officer,
Salesmation

Paul Schmidman 49 Chief Operating Officer,
Xceed

Theodore Marr. Dr. Marr served as president and Chief Operating Officer of
Inference Corporation. Prior to the founding of Inference, Dr. Marr served as
Executive Vice President of Candle Corporation, US West, MSI International, and
Far East Broadcasting Corporation. After founding Inference, Dr. Marr acted as
the founder, Chief Executive Officer, and president of Portfolio Technologies,
Inc., a network overflow and document management company. After the sale of
Portfolio Technologies, Dr. Marr founded iLux Corporation, a provider of e-
marketing enterprise software. Dr. Marr holds a Ph.D. in Media and Market
Research, a B.S. in Physics and Mathematics, and has held teaching positions at
the University of Iowa, University of Virginia, and the Chinese University of
Hong Kong.

Tom Ronk. Tom Ronk is the current President and Director of e-Synergies.
Mr. Ronk co-founded Salesmation.com in November of 1999 and has positioned the
company to become a leading provider of comprehensive e-marketing solutions.
Prior to developing Salesmation.com, Ronk helped build and served as CEO of
HealthStar Corp, a publicly traded healthcare cost containment and national
Preferred Provider Organization (PPO) with revenues in excess of $16 million.
Ronk also funded and helped develop Physiciansite.com, an Internet healthcare
company offering a Web portal for physicians, hospitals and insurance
companies. After studying Electrical Engineering and Computer Science at the
University of California San Diego, Mr. Ronk began his career as an Registered
Representative at Transamerica, a $50 billion financial services company, where
he worked from 1992-1998. Mr. Ronk has been featured as contributing analyst in
a number of publications and television segments, including CNBC, MSNBC, CBS
Marketwatch, RedHerring Online and Investor's Business Daily.

David L. Wheeler. Mr. Wheeler is a current Vice President , Finance and Legal,
of e-Synergies. Mr. Wheeler has twelve years of professional experience in
legal and finance. Mr. Wheeler was the Chief Financial Officer and General
Counsel for Tivix, Inc. and as well as Link-Tech LLC. Prior to that, he
practiced law with Taft, Stettinius and Hollister LLP. Prior to Taft, Mr.
Wheeler was a tax consultant with Arthur Andersen LLP. He holds a JD from the
University of Cincinnati College of Law and a BS in Accounting from the
University of Vermont. Mr. Wheeler is licensed to practice law in the State of
Ohio and is a Certified Public Accountant, licensed in the State of Illinois.

Michael A. Piraino. Mr. Piraino is a director of e-Synergies since December 14,
2000. Since March 2001 he has served as President and Chief Operating Officer
of Enfrastructure, Inc. From April, 2000 he served as the Chief Executive
Officer of Emergent Information Technologies, Inc. From December 1998 to April,
2000, he was employed as President and Chief Operating Officer of Emergent
Information Technologies, Inc. From January, 1996 through December, 1998, he
served as Executive Vice President of Data Processing Resources Corporation.
From October, 1994 through January, 1996, he served as Executive Vice President
and Chief Development Officer of UROHEALTH Systems, Inc. From July, 1993
through October, 1994, he was employed as the Senior Vice President and Chief
Financial Officer of Syncor International Corporation. From May, 1989 through
July, 1993, he was employed by Total Pharmaceutical Care, Inc. as its Senior
Vice President and Chief Financial Officer. From November , 1986 through May,
1999, he served as Senior Vice President, Finance and Administration of Lorimar
Home Video. From January 1984 through November, 1986, he was employed as the
Vice President Controller or Winn Enterprises. From September, 1975 through
January, 1984 he was employed by Deloitte & Touche in various positions,

culminating in Senior Audit Manager. Mr. Piraino holds a B.S. in Accounting
from Loyola University, 1975, is a certified public accountant, and member of
the American Institute of Certified Public Accountants and the California
Society of Certified Public Accountants.

Esta Viviers. Ms. Viviers served as the Chief Financial Officer and Director of
e-Synergies, Inc. from December 14, 2000 through October, 2001. Since January,
2000, she has served as Chairperson of the Board of Trustees of Bolder
Investments Trusts, in South Africa. From April, 1980 through December, 1999,
she was employed by Sage Group, a financial services company listed on the
Johannesburg Stock Exchange; where she held positions as branch manager at Sage
Life, Ltd. from 1988 to 1993; the head of Business Process Reengineering and
Corporate Restructuring for the Sage Group from 1994 to 1995; the head of
Organizational Development for the Sage Group from 1995 to 1996; and set up the
Sage Educational Trust from 1997 to 1998. From 1997 t0 1999, she was head of
Corporate Broker Sales for Sage.

Marcy M. Engelbrecht. Ms. Engelbrecht served as a director of e-Synergies from
December 14, 2000 through October, 2001, when she resigned from the board of
directors. She acted as the Secretary and president of e-Synergies from
December 14, 2000 December 31, 2000. She has also served as the Managing Member
of Opus International, LLC, from 1996 to the present date. From 1984 through
1996, she was the Chairman of Champion Financial Corporation. From 1984 through
1995 she was managing partner of the Law Offices of Marcy M. Engelbrecht. From
1981 through 1984, she was employed by the law firm of Wilkie, Farr &
Gallagher, in New York, New York, as an attorney. From 1979 through 1981, she
was employed as an attorney for the firm of Wienberg & Green, in Baltimore,
Maryland. From 1977 through 1979 she served as an attorney for the American
Petroleum Institute in Washington, D.C. From 1976 through 1977, she was
employed by Akin, Gump, Strauss, Hauer & Seld as an attorney. From 1975 through
1976, she was an attorney for the firm of Morgan, Lewis & Bockius in
Washington, D.C., and from 1973 through 1975 she served as a law clerk in the
United States Attorney's Office in Washington, D.C. Ms. Engelbrecht holds a
B.A., cum laude, from the University of Pennsylvania, 1972, a J.D. from
Georgetown University Law Center, 1975, and a Masters in Law from Georgetown
University Law Center, 1979. She has served on the boards of the Women's
Institute of the College of Notre Dame, The Washington Ballet, The Baltimore
Zoological Society, and The Leadership of the Greater Baltimore Committee.

Patrick Davis. Mr. Davis is the current Chief Executive Officer of Xceed, a
position which he held before the acquisition of Xceed. Prior to Xceed, Mr.
Davis held various positions with Wang Laboratories during his 18 years with
the company. After leaving Wang, he founded and sold GPS Technology, Inc., a
telecom software company. Mr. Davis has held senior management positions with
other high-tech companies, inclding Symmetricom Inc. and iLux Corp. He is
experienced in world-wide sales and marketing practices, including Europe and
Asia. Mr. Davis was educated at Johns Hopkins University in mathematics.

Brendon Kensel. Mr. Kensel is Salesmation's Chief Executive Officer. With more
than 11 years of experience with marketing and retail driven companies, Mr.
Kensel brings extensive marketing and operational expertise to Salesmation.com.
Brendon has successfully leveraged his diverse background to deliver the
technology and products that companies need to successfully market on the Web.
Brendon is responsible for the overall strategic direction, business operations

and marketing of Salesmation.com. His previous experience includes founding and
managing his own marketing services corporation, developing marketing
strategies for a number of national brands while at one of the world's leading
marketing agencies, and working as a senior marketing executive at a regional
quick-service restaurant. Brendon holds a M.B.A. from Pepperdine University, a
certificate of study from the University of Oxford in Global Enterprise
Management and a B.S. from Central Washington University

Jim Connolly. Mr. Connolly is the architect of Salesmation.com's Web site and
back-end infrastructure, and he oversees the planning and development of the
Company's true Application Service Provider (ASP) platform. Mr. Connolly began
his technology career as a Geographic Information Systems (GIS) developer for
Earth Technology. Subsequently, he has developed numerous information systems
and software platforms for companies including CH2M Hill, Geo InSight, and
FORMA Systems. Jim holds a B.S. from UCLA where he was the 1987 NCAA Champion
in the decathlon.

Paul Schmidman. Mr. Schmidman is the current Chief Operating Officer of Xceed,
since its acquisition by e-Synergies. From February, 1999, he served as Chief
Operating Officer of Woirldwide Xceed Group, the predecessor to Xceed, which
was engaged in the business of developing e-commerce and e-business solutions,
marketing and branding execution and programs. From July, 1998 through January,
1999, he served as Executive Vice President of Interactive Technologies and
Solutions, an interactive media company. From March, 1998 through July, 1998,
he acted as an independent management consultant for Internet content; tools
and entertainment web portals, 7th Level Inc., Hollywood Online Directors, and
Tunes:com/Emusic. From January, 1996 through March, 1998, Mr. Schmidman was
employed by iXL/Boxtop Studios, a diverse digital entertainment studio, as its
Senior Vice President and General Manager. From 1993 through 1995, he served as
Executive Vice President and General Manager of Virtuasity LLC, a high
technology consulting partnership which specialized in turn around situations,
start-ups, pre-IPO positioning, corporate management and operations, and
temporary placement of key management executives in client companies. From 1994
through 1995, he served as Chief Operation Officer and Senior Vice President of
Electrogig, a developer of special effects, digital technology, interactive
multimedia, Internet tools; 3D software applications and tools, broadcast and
cable products, performance animation software and virtual sets products. From
1993 through 1994, he served as Executive Vice President of Software Ventures,
a communications and multimedia software developer. IN 1993, Mr. Schmidman was
employed as Executive Vice President of Marketing and Sales for XAOS Tools, a
developer of special effects, digital technology, interactive multimedia, two
and three dimensional software applications and tools, digital video; motion
picture creative content tools; broadcast and performance animation software.
From 1990 through 1993, he was Senior Vice President of Sales and Marketing of
Meridian Data, a developer of mastering software and hardware for CD-ROM, CDI
and interactive digital technologies. From 1988 through 1990, he was employed
as Senior Vice President of Sales and Marketing of Connect, a developer and
supplier of commercial online tools, technologies and applications. From 1984
through 1988, he served as Executive Vice President of DHL/Net Express in
Brussels, Belguim and Hong Kong, a joint venture between DHL Worldwide Express
and Canon, Inc., which provided advanced graphical technologies, interactive
communications, and content technologies. From 1979 through 1984, Mr. Schmidman
was the Executive Director of New Business Development of GTE Telenet. From

1977 through 1979, he acted as Producer of Special Live Events at SFX/Delsner
Productions. Mr. Schmidman holds a B.A. from the University of Haifa, Israel,
and an MBA from New York University.

FAMILY RELATIONSHIPS.

There are no family relationships among directors, executive officers or other
persons nominated or chosen by e-Synergies to become officers or executive
officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

e-Synergies is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending criminal matters, pending or concluded administrative or
civil proceedings limiting one's participation in the securities or banking
industries, or findings of securities or commodities law violations.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than ten percent of a registered class of
e-Synergies' equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, e-Synergies believes
that, during the fiscal year ended August 31, 2001, all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the cash and non-cash compensation paid by e-
Synergies to its Chief Executive Officer and all other executive officers for
services rendered during the fiscal year ended August 31, 2001.

Annual Compensation
-------------------

Name and Position Salary Bonus Annual Deferred Salary
SAR/Options
- ----------------- ------ ----- ----------------------

Theodore Marr,
Chairman and CEO $250,000 0 0 see below

Tom Ronk, President
And COO $ 72,000 0 0 see below

Jim Connolly,
Chief Technology Officer
Salesmation $ 72,000 0 0 see below

Patrick Davis, Chief
Marketing Officer,
Salesmation $120,000 0 0 see below

Brendon Kensel $ 72,000 0 0 see below
Chief Executive Officer
Salesmation

David Wheeler, Exec.
Vice President $100,000 0 0 see below

Paul Schmidman,
COO of Xceed $180,000 0 0 see below

The following table sets forth options to purchase common stock granted to
employees and consultants by e-Synergies:

Name Amount Price Term Vests
- ----------------------- ------ ----- ---- -----
Salesmation Option Plan 625,000 $1.00 3 years 1 year

Technology Ventures 200,000 $1.00 3 years Disputed

Sutter Capital Management See Formula

Brookstreet Securities 135,000 $2.00 5 years 7/13/01

Newport Capital 235,000 $2.00 5 years 7/23/01

Ted Marr 1,000,000 $1.00 3 years 3 years

Ted Marr 1,000,000 $0.01 3 years 3 years

Paul Schmidman 375,000 $0.01 3 years 9/14/01

Paul Schmidman 375,000 $0.01 3 years 1 year

Esta Viviers 50,000 $1.00 3 years 1/1/02

Marcy Engelbrecht 50,000 $1.00 3 years 1/1/02

Michael Piriano 50,000 $1.00 3 years 1/1/02

Ted Marr 50,000 $1.00 3 years 1/1/02

Tom Ronk 50,000 $1.00 3 years 1/1/02

Jeff Davidson 50,000 $1.00 3 years 1/1/02

Sutter Formula: Number of Shares equal to $400,000 divided by the lesser of
$1.00 or the market price of e-Synergies common stock, or the price of any
offering with net proceeds in excess of $5,000,000.

The strike price is the lesser of of $1.00 or the market price of e-Synergies
common stock, or the price of any offering with net proceeds in excess of
$5,000,000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of e-Synergies, inc. as of the date of
this disclosure(1), by (I) each person who is known by e-Synergies, inc.
Imports to be the beneficial owner of more than five percent (5%) of the issued
and outstanding shares of common stock, (ii) each of the company's directors
and executive officers, and (iii) all directors and executive officers as a
group.

Name and Address Number of Shares Percentage Owned
- ---------------- ---------------- ----------------

Marcy M. Engelbrecht 3,651,981(1) 22.25%
Opus International, LLC
19 Hillsyde Court
Cockeysville, MD 21030

Esta Viviers 180,000 1.09%
P.O. Box 2074
Greenkloof, Pretoria
South Africa 0027

Michael A. Piraino 1,000
65 Enterprise Dr.
Aliso Viejo, CA 92656

Thomas Ronk
Dreamvest 3,562,500(2) 21.8%
417 Orchid Avenue
Corona Del Mar, CA 92625

First International Ventures 1,625,000 9.89%
42 Kennedy Ave.
Roseau, Commonwealth of
Dominica, West Indies

James Connolly 940,000 5.74%
3 Corporate Plaza #250
Newport Beach, CA

Brendon Kensel 475,000 2.89%
421 Orchid Ave.
Corona Del Mar, CA 92625

Officers and Directors 9,960,481 60.68%
as a Group
- --------
(1) 1,030,731 shares are owned by Mrs. Engelbrecht, and 2,621,250 shares are
owned by Opus International, LLC, a limited liability company of which she is
the managing member.

(2) Thomas Ronk has voting rights for Dreamvest. Dreamvest owns 2,312,500
shares, and Thomas Ronk personally owns 1,250,000 shares.

(3) Figures are based on outstanding shares of 16,415,457.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 2, 2001, we issued 11,187,501 shares of restricted common stock to the
shareholders of Salesmation.com, in order to effectuate the acquisition
agreement of Salesmation. The shares were issued pursuant to Section 4(2) of
the Securities Act of 1933, to sophisticated investors who had superior access
to the financial records of the company; including 3,562,500 shares to Thomas
Ronk and Dreamvest, a company in which Mr. Ronk has an interest; 1,625,000
shares to First International Ventures; 180,000 shares to Michael Piraino; and
2,651,981 shares to Opus International, LLC, a company in which former officer
and director, Marcy M. Englebrecht, has an interest.

In August, 2001, Jim Connolly was issued 100 shares in exercise of his option
to purchase shares.

e-Synergies borrowed $3,000,000 from five persons to effect the transaction to
acquire the assets of Worldwide Xceed, and each loan is represented by a
promissory note payable by us. Market Strategems, Inc., a company in which
Thomas Ronk holds an interest, loaned $150,000 (the "Strategems Loan"),
Suprafin, Inc., a company in which Marcy Englebrecht holds an equitable
interest, loaned $1,100,000 (the "Suprafin Loan"), Hitechcafe.com loaned
$1,000,000 (the "Hitech Loan"), Steven and Linda Eichberg loaned $300,000 (the
"Eichberg Loan"), and First International Bank loaned $450,000 (the "Bank
Loan"). The Strategems Loan bears interest at the rate of seven (7%), is due in
three years, and is unsecured. The Suprafin Loan bears interest at the rate of
seven percent (7%), is due in three years, and is unsecured. The Hitech Loan
bears interest at the rate of ten and three-quarters percent (10.75%), is due

in sixty days, and is secured by a blanket lien on all the assets of e-
Synergies. The Eichberg Loan bears interest at the rate of ten and three-
quarters percent (10.75%), is due in sixty days, and is secured by certain
blanket lien on all the assets of e-Synergies. The Bank Loan bears interest at
the rate of seven percent (7%) and is unsecured.

ITEM 13. INDEX TO EXHIBITS AND REPORTS ON FORM 8-K

(a) Financial Statements (included in Part II of this Report):

Report of Independent Certified Public Accountant
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Cash Flows
Statements of Stockholder's Equity
Notes to Consolidated Financial Statements

(b) Reports on Form 8-K:

January 4, 2001

INDEX TO FINANCIAL STATEMENTS

Independent Auditor's Report....................................... F-1
Balance Sheet...................................................... F-2
Statement of Income................................................ F-3
Statement of Cash Flow............................................. F-4

Notes to Financial Statements...................................... F-6-8

Independent Auditor's Report

Board of Directors and Stockholders
e-Synergies, Inc.

I have audited the accompanying consolidated balance sheet of e-Synergies, Inc.
as of August 31, 2001, and the related consolidated statements of operation,
retained earnings, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as Ill as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of e-Synergies as of August 31,
2001 and 2000, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has suffered recurring losses from operations
and a net capital deficiency that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Rogelio G. Castro
- -----------------
Rogelio G. Castro

Oxnard, California
December 14, 2001

F-1
E-SYNERGIES, INC.
Consolidated Balance Sheet
August 31, 2001

ASSETS

CURRENT ASSETS
Accounts receivables (net) $ 1,731,841
Accounts - unbilled 180,687
----------
Total Current Assets 1,912,528
----------

PROPERTY AND EQUIPMENT (NET) 1,391,881

OTHER ASSETS
Goodwill (net) 1,440,043
Investments 4,855,379
Deposits 672,750
----------
Total Other Assets 6,968,172
----------

Total Assets $10,272,581
==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Book overdraft $ 324,909
Accounts payable 139,522
Accrued expenses 709,436
Lease contracts payable 64,725
Notes payable and contracts payable 4,764,195
-----------
Total current liabilities 6,002,787

OTHER CURRENT LIABILITIES
Note payable - Spherion (net) 328,507

STOCKHOLDERS' EQUITY
Common Stock - par value $.00001
shares authorized, 1 billon shares
issued and outstanding 16,415,457 shares 1,642
Additional paid-in capital 4,466,166
Accumulated deficit ( 26,521)
-----------
Total Stockholders' Equity 3,941,287
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,272,581
===========

See accountants' report and notes to financial statements.

F-2
e-SYNERGIES, INC.
Consolidated Statement of Operations
For the Year Ended August 31, 2001

Sales $ 2,503,404

Cost of Sales 1,587 174
-----------

Gross Profit 916,230

Operating Expenses 2,554,636
-----------
Net loss from from operaton (1,638,406)
-----------
Other income (expenses)
Miscellaneous income 585
Interest expense (5,828)

Gain on sale of fixed assets 1,279
----------
Total Other income (expense) (3,964)
---------
Net loss $(1,634,442)
===========

Loss per share $ (0.10)
===========

Fully Diluted Loss Per Share $ (0.10)
===========

Shares outstanding 16,415,457
===========

See accountants' report and notes to financial statements.

F-3
e-SYNERGIES, INC.
Consolidated Statement of Cash Flows
For the Year Ended August 31, 2001

Cash flows from operating activities $(1,643,442)
Net loss (842,986)
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation and amortization 207,518
Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable

Increase (decrease) in
Accounts Payable

Accrued expenses

----------

Net cash provided operating activities
----------
Cash flows from investing activities
Disposal of property and equipment
----------
Net cash provided by investing activities
----------
Cash flows from financing activities
Repayment of debts
Issuance of stock
----------
Net cash used financing activities
----------

Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
----------

Cash and cash equivalents at end of period $(324,909)
===========
Supplemental cash flow information:
Cash paid during the year for interest $ 35,828
===========

See accountants' report and notes to financial statements.

F-4

INDEPENDENT AUDITORS' REPORT
FOR RUSSIAN CAVIAR.COM

Russian-Caviar.Com
(A Development Stage Company)

I have audited the accompanying balance sheets of Russian-Caviar.com (a
development stage company) as of February 29, 2000, and the related statements
of operations, stockholders' equity, and cash flows for the month ended
February 29, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

I conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Russian-Caviar.com, Inc. (a
development stage company) as of February 29, 2000, and the results of its
operations and its cash flows for the month ended February 29, 1999 in
conformity with generally accepted accounting principles.

ROGER G. CASTRO
- ----------------
Roger G. Castro
Certified Public Accountants
Oxnard, California
March 1, 2000

RUSSIAN-CAVIAR.COM
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

August 31, 2000
---------------

Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001

Authorized 100,000,000 shares,
Issued 1,950,000 shares at August 31, 2000 1,950
Paid-In Capital .................................. --
Retained Deficit .................................
(1,950)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and

Stockholders' Equity ........................ $ --
=======

The accompanying notes are an integral part of these financial statements.

RUSSIAN-CAVIAR.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

Cumulative
Since
Inception
For the month ended of
August 31, 2000 Development
------------------ Stage
-----------
Revenues: .................................. $ -- $ --

Expenses:

Professional fees $ 1,000 $ 1,000

General and Administrative Expenses: .... 950 950
Total 1,950 1,950
------ -----------
Net Loss .............................. $ (1,950) $(1,950)
------ ----------

Loss per share ............................. $ -- $ --
===== ===========

The accompanying notes are an integral part of these financial statements.

RUSSIAN-CAVIAR.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE MONTH ENDED AUGUST 31, 2000

Common Stock Additional
Number of Shares Amount Paid in Retained
Capital (Deficit) Total
----------------- -------- --------- --------- -----

Common Stocks issued 1,950,000 $1,950 $-- $1,950 $--

Net loss for
Balance 2/29/2000 1,950,000 $1,950 $-- $(1,950) $--
----------------- -------- --------- --------- -----

The accompanying notes are an integral part of these financial statements.

RUSSIAN-CAVIAR.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

Since
Inception
For the month ended of
August 31, 2000 Development
------------------- Stage
------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Operating Activities
Net Loss ............................................ $(1,950) $ (1,950)
------- ------------
Net Cash Used provided by operating activities . ... (1,950) (1,950)
------- ------------
CASH FLOWS FROM FINANCING
ACTIVITIES:

Common stocks issued 1,950 1,950
------- ------------
Net Cash Provided by

Financing Activities .............................. 1,950 1,950
------- ------------
Cash and Cash Equivalents
at Beginning of Period ............................ -- --

------- ------------
Cash and Cash Equivalents
at End of Period .................................. $ -- $ --
======= ============

The accompanying notes are an integral part of these financial statements.

E-SYNERGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of e-Synergies, inc.(Company) and its
subsidiaries conform to accounting principles generally accepted in the United
States of America. Following is a description of the most significant of those
policies:

Description of the Business:

e-Synergies, inc. (formerly Russian-Caviar.com) was incorporated under the laws
of the state of California on February 1, 2000. The purpose for which the
corporation was organized was to engage in sales of caviar on the Internet. On
April 11, 2001, the Company entered into a stock exchange agreement with
Salesmation.com, Inc.(Salesmation), pursuant to which it acquired 100% of the
outstanding capital stock of Salesmation in exchange for 11,187,501 shares of
its common stock. This transaction resulted in a change in control of the
Company. Concurrent with the Stock Exchange Agreement, the Company amended its
Certificate of Incorporation changing its name from Salesmation.com, Inc. to
Salesmation, Inc.

Salesmation is an application service provider (ASP) which supplies technology-
based e-marketing services that enable businesses to deliver customized online
marketing messages. Salesmation was organized as a Delaware corporation on
August 19, 1999. Salesmation has two wholly-owned subsidiaries, M Ltd. (M2)
and Dotcom Ideas, Inc. (Dotcom). M , a Maryland corporation, mainly provides
language translation services to companies that market computer software,
hardware, websites, and other services to multiple-language customer bases.
Dotcom, a Delaware corporation, is an investment company with investments in
the computer, technology, and finance industries in the United States and South
Africa.

subject to a lock-up provision and have voting restrictions placed on them. The
lock-up provision prohibits Salesmation from selling, transferring, pledging,
or otherwise disposing of the shares for a period of one year from the date of
the agreement. Additionally, Salesmation executed an irrevocable proxy relative
to the 4,000,000 shares whereby they vested all of the rights to vote the
shares with the HealthStar board of directors for as long as they hold the
shares.

Principles of Consolidation and Accounting for Investments:

The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany accounts and transactions have
been eliminated. The Company classifies its investment in marketable equity
securities as available-for-sale in accordance with the provisions of Statement
of Financial Accounting Standards No. 115 "Accounting for Certain Investments
in Debt and Equity Securities". The securities are carried at fair market
value, with unrealized gains and losses reported in stockholders' equity as a
component of other comprehensive income (loss). The fair market value of the
shares of HealthStar Corp. has been discounted due to the restrictions on the
stock.

Business Combinations:

Business combinations accounted for under the purchase method of accounting
include the results of operations of the acquired business from the date of
acquisition. Under the purchase method, net assets of the companies acquired
are recorded at their estimated fair value at the date of acquisition. In the
case of business combinations accounted for under the pooling-of-interests
method of accounting, the assets, liabilities, and stockholders' equity of the
acquired entity are combined with the Company's respective accounts at recorded
values and prior period financial statements are restated to give effect to the
merger.

Use of Estimates:

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Actual results could differ from those estimates.
Accounts Receivable:

Provision is made for doubtful accounts based on anticipated collection losses.
Estimated losses are determined from historical collection experience and a
review of outstanding receivables. Collateral or other security is not required
to support accounts receivable.

Revenue Recognition:

Revenues are recognized when the services are rendered. Services provided prior
to the actual billings for such services are recorded as "unbilled services."
Billings made in advance of services rendered are recorded as 'deferred
revenues.

Property and Equipment:

Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed under the straight-line method over the estimated
useful lives of the assets. Expenditures for maintenance and routine repairs
are charged to expense as incurred; expenditures for improvements and major
repairs that materially extend the useful lives of assets are capitalized.

Computer Software:

The cost of purchased software is capitalized and amortized under the straight-
line method based on the estimated useful life of the software. Statement of
Position (SOP) 98-1 of the American Institute of Certified Public Accountants
requires that, under certain circumstances, the costs associated with computer
software obtained or developed for internal use be expensed. SOP 98-1 also
requires that, once certain criteria relative to the software's stage of
development have been met, various internal costs incurred in connection with
the development of the software be capitalized.

Goodwill:

The excess of the acquisition cost over the net assets of a subsidiary acquired
in a transaction accounted for as a purchase was recorded as goodwill and is
being amortized on a straight-line basis over fifteen years. The Company
periodically reviews goodwill to evaluate whether events or changes have
occurred that would suggest an impairment of carrying value.
Earnings (Loss) Per Share:

In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share," basic earnings (loss) per share is computed by dividing
net income (loss) by the weighted average number of shares of common stock
outstanding. The Company has no issuable shares qualified as dilutive to be
included in the earnings per share calculation.

NOTE 2 - NOTES AND CONTRACTS PAYABLE

Note payable-Dated July 19, 2001, Suprafin, Inc., for the amount of $2,154,575,
interest of 7%, periodic payment required for $150,820.25; balloon payment on
principle; due on July 19, 2004; unsecured.

Note payable- Dated July 19, 2001, First International Bank, for the amount of
$450,000, interest of 7%, periodic payment required for $31,500; balloon
payment on principle; due on July 19, 2004; secured.

Note payable-Dated July 17, 2001, Worldwide Xceed Group, Inc., c/o Techspace,
for the amount of $559,620.24, interest of 18%, maturity date of September
2001; security interests to WXG in all assets of e-Synergies; loan in default
as of 8-15-01.

Note payable-Dated July 17, 2001, Steven & Linda Eichberg, for the amount of
$300,000, interest of 10.75%, maturity date of September 17, 2001; periodic
payment required is $2,687.50; additional 5% fee if not paid within 5 days of
due date; collateral of 150,000 shares of common stock, UCC-1 on all assets;
loan in default as of August 14, 2001.

Note payable-Dated July 9, 2001, Hitechcafe.com, for the amount of $1,000,000,
interest of 10.75%, maturity date of September 7, 2001, periodic payment of
$8,958.33; additional 5% fee if not paid within 5 days of due date; loan Fee of
$400,000 due and payable on September 8, 2001; collateral of 500,000 shares of
common stock; loan in default as of August 14, 2001.

Note Payable-Dated July 31, 2001, Sutter Capital Management, for the amount of
$400,000, interest of 10%, payable in full 6 months after the date of the note;
periodic payment required is $3,333.33; maturity date of January 31, 2002;
collateral of 400,000 shares of common stock; loan in default
as of September 21, 2001.

NOTE 3 - LEASES

The Company leases office equipment under various noncancelable capital leases.
Future minimum lease payments having a remaining term in excess of one year at
August 31, 2001 are as follows:

2002 $26,403
2003 18,465
------

Total minimum obligations $44,868
======

NOTE 4 COMMITMENTS AND CONTINGENCIES

On March 8, 2001, Optimum Networking filed suit against the Company alleging
that it sold the Company computer equipment for which the Company did not pay
the entire purchase price. Optimum Networking sought $41,651.99 plus interest,
or repossession of the equipment, punitive damages, and attorneys' fees. On
April 12, 2001, the Company answered the complaint by general denial. The
Company negotiated a settlement and entered into a stipulation for entry of
judgment that required the Company to pay to Optimum Networking the full amount
sought over a period of eight months.

On February 26, 2001, Kforce.com filed suit against the Company alleging that
at the Company's request it procured talent that was hired by the Company.
Kforce.com alleged that the Company failed to pay its "finder's fee" of
$10,400. Kforce.com sought $10,400 plus interest, and attorneys' fees. On April
12, 2001, the Company answered the complaint be general denial. The Company
negotiated a settlement and entered into a stipulation for entry of judgment
that required the Company to pay Kforce.com the full amount sought in equally
monthly payments over a period of six months.

On July 9, 2001, Lucas Associates, Inc. filed suit against the Company alleging
that at the Company's request it procured talent that was hired by the Company.
Lucas Associates, Inc. alleges that the Company failed to pay its ?finders fee?
of $16,500. Lucas associates seeks $16,500 plus interest, and attorneys' fees.
On August 8, 2001, the Company answered the complaint by general denial. The
Company has meritorious defenses and intends to contest this matter vigorously.

Spherion Corporation filed suit against the Company alleging breach of an
agreement by the Company in connection with the acquisition of the assets of
Worldwide Xceed, Inc. Spherion Corporation seeks the recovery of $769,403.72
arising out of the alleged breach of agreement. The Company is the subject of a
Preliminary Injunction to the effect that the Company is prohibited from
transferring or disposing of receivables in which Spherion Corporation holds a
security interest. The Company is contesting that matter and the litigation is
in the early stages. There is also a dispute with Liquidating Worldwide Xceed,
Inc., asserting a claim against the Company for $559,620.24. No other action
has been taken by WXG in furtherance of this claim.

NOTE 5 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. Until sufficient
revenues are earned to operate profitably, management intends to issue
additional shares of its common stock for cash, services, or expenses paid on
behalf of the Company.

NOTE 6 - SUBSEQUENT EVENTS

On September 1, 2001 David Wheeler resigned as the Executive Vice President of
e-Synergies. On September 16, 2001 Patrick Davis resigned as the Chief
Executive Officer of e-Synergies Xceed and Paul Schmidman was named the Chief
Executive Officer of e-Synergies Xceed. In October 2001 e-Synergies entered
into a Loan and Pledge Agreement with Pacific Century Holdings. The principal
amount of the loan was $115,000 bearing no interest and payable at the end of 6
months. The loan is secured by 1,000,000 shares of the common stock of e-
Synergies and a UCC1 filing on all the assets of e-Synergies. On November 1,
2001 the Salesmation subsidiary ceased operations. The Newport Beach office was
closed. Brendon Kensel, Salesmation's Chief Executive Officer and James
Connolly, Salesmation's Chief Technology Officer both resigned as of November
1, 2001. On November 1, 2001 Theodore Marr resigned as e-Synergies' Chief
Executive Officer. On November 15, 2001 e-Synergies completed its acquisition
of e2 Communications in a stock for stock transaction. E-Synergies agreed to
exchange 6,400,000 shares of e-Synergies common stock for 100% of the
outstanding shares of e2 Communications. On December 14, 2001 e-Synergies Xceed
signed a Warranty Note and Assignment of Due Payment with Xtivia Technology to
fund Xceed payroll for up to 60 days.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.

e-Synergies, Inc. ("Company")

Thomas Ronk Thomas Ronk
- ------------------------ -------------------------------------
Thomas Ronk, President Thomas Ronk, Chief Accounting Officer
Dated: December 14, 2001 Dated: December 14, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Title Date
- ------------------- -------------- ----
Thomas Ronk President Director
Chief Accounting Officer 12/14/01

E SYNERGIES,INC.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED AUGUST 31, 2001

<s> <c> <c>
PAGE NUMBER IN SEQUENTIALLY
NUMBERED FORM 10-KSB OR
ITEM NO. ITEM INCORPORATION BY REFERENCE TO
- -------- ---- -----------------------------
<s> <c> <c>

3.1 Certificate of Incorporation of the Exhibit 3.1 to E- Synergies's Form
Company, as amended 10-KSB for the fiscal year ended
12/31/00
3.2 Bylaws of E-Synergies, as amended
Exhibit 3-2 toE-Synergies's Form
10-KSB for the fiscal year ended
12/31/00

Employment Agreement with Theodore Marr
Addendum to Employment Agreement with Theodore Marr
Agreement to Acauire Assets of Worldwide Xceed

EXHIBITS

EXHIBIT 10.2
EMPLOYMENT AGREEMENT WITH THEODORE MARR

This Employment Agreement ('Agreement') is made and entered into as of the 28th
day of May, 2001 by and between e-Synergies, Inc., a California corporation
('Employer'), and Theodore Marr, an individual ('Employee'). In consideration
of the mutual covenants and agreements hereinafter contained, the parties
hereto agree as follows.

Employment.

Employer hereby hires Employee, and Employee hereby accepts employment with
Employer, on the terms and conditions set forth herein. Employer hereby
appoints Employee as Employer's Chairman and Chief Executive Officer.

Duties.

Employee shall have the title of Chairman and Chief Executive Officer, and
shall report to the Board, at all times during the Term. Notwithstanding the
foregoing, Employee shall have at a minimum the duties and responsibilities
commonly incident to the position of a chief executive officer, and in no event
shall anyone, other than the Board, have more authority than Employee. At all
times while Employee is an employee of the Employer, Employee shall be
headquartered in the Newport Beach, California metropolitan area. Employee
shall report to Employer's Board of Directors.

Employee shall be the Chairman of the Board of Directors of the Employer. The
Employer agrees to continue to nominate Employee to the Board during the Term
of this Agreement and to use its best efforts to cause the shareholders to cast
their votes in favor of Employee's continued election to the Board.
Time and Efforts. Employee shall devote his full business time, efforts,
attention, and energies to Employer's business, and shall not, during the term
of this Agreement, be engaged in any other business activity, whether or not
such business activity is pursued for gain, profit, or other pecuniary
advantage, other than those activities approved by Employer in writing;
provided, however, that Employee may continue to serve on the Boards of
Directors that he currently is a member of and may otherwise serve on up to
four Boards of Directors of Companies which are not competitive with the
Employer and may participate in charitable, professional, trade association and
other civic functions so long as such other activities do not adversely affect
Employee's ability to perform his responsibilities hereunder.

Term.

For purposes of this Agreement, May 28th, 2001 will be considered the
"Effective Date." Employee's employment shall continue until June 30, 2004,
unless sooner terminated in accordance with section 6 (the "Initial Term").
The Initial Term shall automatically be extended for successive one-year
periods on each June 1, unless the Employer notifies Employee to the contrary
in writing at least 180 days prior to the expiration of the Initial Term or at

least 90 days prior to the expiration of any such one-year period (each such
additional one-year period is referred to herein as the "Renewal Term" and the
period from the Effective Date of this Agreement until termination of this
Agreement as provided herein is referred to as the "Term").

Compensation.

As the total consideration for Employee's services rendered hereunder, Employer
shall pay Employee the following compensations.

Fixed Compensation.

Employer shall pay Employee a salary of Three Hundred Thousand Dollars
($300,000) per year ("Salary"), in equal installments, twice monthly, on those
days when Employer normally pays its employees.

The Salary shall be increased each July 1st (the "Adjustment Date"), commencing
in 2002, pursuant to the 12 month change in the Consumer Price Index-for the
Los Angeles, California area, or any substantially equivalent successor
thereto, as of the month of the then current Adjustment Date, as published by
the Bureau of Labor Statistics of the United States Department of Labor (the
"CPI Increase"), but may not decrease.

The Salary shall also be subject to an annual review and upward adjustment or
no adjustment (other than the CPI increase) in the sole discretion of Board,
based on merit and the Employee's performance (the "Merit Increase"), but may
not decrease.

Bonus Compensation.

Employer shall pay Employee a bonus on a quarterly basis, based upon goals and
objectives set by Employer's Board of Directors (after consultation with
Employee and consideration of his recommendations to the Board) for purposes of
this section 5.2, determined annually, and reviewed quarterly. The bonus
computation period shall be the period beginning July 1 and ending June 30
during each year of the Term of this Agreement. In the event that the Board
fails to set target goals and objectives for any computation period, Employee
will be deemed to have satisfied the performance goals for each quarter within
such computation period for which goals and objectives have not been
established. Without limiting the breadth and generality of the forgoing, it is
anticipated that if Employee is successful in his efforts on Employer's behalf,
as defined by Employee meeting the Board's announced objectives, Employer will
award Employee a target bonus equal to one hundred percent (100%) of Employee's
Salary set forth in section 5.1, above, to be paid quarterly. The performance
goals and the terms of payment for the bonus computation period beginning July
1, 2000 and ending on June 30, 2001 shall be agreed upon between the parties
within 30 days after the Effective Date. Such performance goals may be changed
by the Board as of the beginning of any subsequent bonus computation period,
without any requirement to amend this Agreement.

Equity Compensation.

As soon as practicable after the Effective Date of this Agreement and in no
event later than the first Board meeting after the Effective Date, Executive
will be granted two warrants entitling Employee to purchase an aggregate of two
million (2,000,000) shares of the Employer's Common Stock on the terms
described herein:

The first warrant shall entitle Employee to purchase up to one million
(1,000,000) shares of the Employer's Common Stock at an exercise price of One
Cent ($0.01) per share (the "First Warrant"). The form of the First Warrant
shall be substantially in the form attached hereto as Exhibit 5.3.1(a) (the
"First Warrant Agreement"). The First Warrant shall vest and be exercisable
for a number of shares equal to one thirty-sixth (1/36th) of the total shares
underlying the Warrant on the first day of each month following the Effective
Date until fully vested. Notwithstanding the preceding sentence, the First
Warrant Agreement shall provide that five hundred thousand (500,000) of the
unvested shares underlying the First Warrant (or the total number of unvested
shares underlying the Warrant if such number is less than five hundred thousand
(500,000)) shall become immediately exercisable upon the date the Employer's
Common Stock becomes listed on the Nasdaq National Market.

In addition to the First Warrant, Employee will be granted a warrant entitling
Executive to purchase one million (1,000,000) shares at an exercise price of
One Dollar ($1.00) per share (the "Second Warrant"). The form of the Second
Warrant shall be substantially in the form attached hereto as Exhibit 5.3.1(b)
(the "Second Warrant Agreement"). The Second Warrant shall vest and be
exercisable for 100% of the number of shares underlying the Second Warrant four
(4) years after the Effective Date. Notwithstanding the preceding sentence,
the Warrant agreement shall provide that the exercisability of the Second
Warrant shall accelerate and ten thousand (10,000) of the unvested shares
underlying the Second Warrant shall become immediately exercisable for each
$100,000 increase in the sum of Employer's cash and cash equivalent assets,
plus accounts receivable, minus accounts payable ("Quick Assets"). The
increase in Quick Assets shall be measured on a calendar quarter basis based on
a comparison to the Quick Assets determined as of the Effective Date. In the
event there is a decrease in the Employer's Quick Assets as of the end of any
calendar quarter, the number of any previously vested options shall not be
reduced.

The First Warrant and the Second Warrant shall be referred to collectively as
the "Warrants" and the First Warrant Agreement and the Second Warrant Agreement
shall be referred to collectively as the "Warrant Agreements."
Subject to the vesting provisions hereof, the Warrants shall be exercisable for
a term of ten (10) years after the date of grant, without regard to whether or
not Employee continues in employment.

Employer agrees that so long as the Common Stock of the Employer continues to
be subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, the Employer will register the Warrants issued pursuant to
Section 5.3.1 hereof under a short-form federal registration under Form S-8,
will make available short-form registrations on Form S-8 by means of a separate
reoffer prospectus which is prepared in accordance with the requirements of
Form S-3 for the resale of registrable securities acquired on the exercise of

the Warrants or (to the extent the Employer is so eligible) will make short-
form registrations on Form S-3 available for the resale of registrable
securities acquired on the exercise of the Warrants and will satisfy the
applicable requirements of state securities law. Employer agrees, consistent
with the requirements of applicable law, to take such reasonable steps as may
be required to enable Employee to resell common stock on the public market
without regard to restrictions that may then be applicable under Rule 144
(other than, if Employee is an "affiliate" within the meaning of Rule 405,
compliance with the volume limitations of Rule 144). Employee will be entitled
to request up to two (2) short-form registrations in which the Employer will
pay all registration expenses. A registration will not count as one of such
two permitted short-form registrations until it has become effective and unless
Employee is able to register and sell 90% of the registrable securities
requested to be included in such registration; it being understood and agreed
that Employee may withdraw from such registration at any time prior to the
effective date of such short-form registration, in which case such request will
not count as one of the permitted short-form registrations, irrespective of
whether or not such registration is effected. Notwithstanding anything herein
to the contrary, nothing in this Section 5.3.2 is intended to give Employee a
right to sell Employer securities at any time he is in possession of material
non-public information or is otherwise restricted under the terms of the
Employer's insider trading policies and procedures.

The number of shares purchasable pursuant to the grant of the Warrants under
this section 5.3 shall be subject to appropriate equitable adjustment in the
event of a stock split, reverse stock split, stock dividend, recapitalization,
combination or reclassification of the Employer's stock. In the event
Employee's employment is terminated without Cause (as defined in Section 6.2
hereof) within twelve (12) months after a "Change in Control," or before the
end of the Initial Term, Employee shall be entitled to the accelerated vesting
of the remaining unvested Warrants that have not expired, without regard to his
period of service. For purposes of this section 5.3.4, "Change in Control"
shall mean:

The consummation of a merger or consolidation of the Employer with or into
another entity or any other corporate reorganization, if more than 50% of the
combined voting power of the continuing or surviving entity's securities
outstanding immediately after such merger, consolidation or other
reorganization is owned, directly or indirectly, by persons who were not
stockholders of the Employer immediately prior to such merger, consolidation or
other reorganization; or The sale, transfer or other disposition of all or
substantially all of the Employer's assets.

A transaction shall not constitute a Change in Control if its sole purpose is
to change the state of the Employer's incorporation, to create a holding
company that will be owned in substantially the same proportions by the persons
who held the Employer's securities immediately before such transaction, or in
connection with the spin-off of a subsidiary that will be owned in
substantially the same proportions by the persons who held the Employer's
securities immediately before such transaction. In addition, an additional
public offering of the Employer's securities shall not constitute a Change in
Control.

Expense Reimbursement.

Subject to substantiation pursuant to the terms of the Employer's expense
reimbursement policies applicable to similarly situated executives, Employer
shall reimburse Employee for reasonable and necessary business and
entertainment expenses incurred (including, but not limited to, cellular phone
expenses) by Employee in connection with the performance of Employee's duties.
In addition, Employee shall be entitled to an automobile allowance in the
amount of $750 per month.

Vacation.

Employee shall be entitled to four (4) weeks' vacation time each year without
loss of compensation. Employee may be absent from his employment only at such
times as Employer shall determine from time to time. Except as provided
herein, Employee's vacation shall be governed by Employer's usual policies
applicable to all employees.

Insurance and Welfare Benefits.

Employer agrees to provide Employee with insurance coverage and other welfare
benefits available to all employees of Employer under its group welfare and
retirement plans.

Housing and Travel Allowance.

Employer shall reimburse Employee up to three thousand dollars ($3,000) per
month to cover the cost of an apartment in the Newport Beach area and any
periodic travel between Newport Beach and the San Francisco Bay area.

Tax Withholding.

Employer shall have the right to deduct from the compensation due to Employee
hereunder any and all sums required for social security and withholding taxes
and for any other federal, state, or local tax or charge which may be in
effect, or hereafter enacted or required as a charge on the compensation of
Employee.
Expiration and Termination.

This Agreement will expire at the conclusion of its term and shall be
terminated upon notice in the following events. In the event of any expiration
or termination under this section 6, in addition to any other amounts specified
herein, Employee shall be paid the accrued but unpaid portion of the Salary and
accrued but unused vacation and sick leave within 72 hours following such
termination and within ten (10) days following such termination and
presentation of appropriate substantiation documentation, Employee shall be
paid for any reimbursable expenses (within the meaning of sections 5.4 and 5.7)
incurred but unpaid through the date of the termination of employment.

Expiration.

No promise by Employer to pay compensation to Employee or to vest Employee in
Warrants in the event the Term of this Agreement is extended shall obligate
Employer to extend or renew this Agreement unless such promise is in writing.

In the event this Agreement expires after its Term, Employee's employment will
terminate, and Employee will be entitled to (1) a severance benefit equal to
six (6) months of salary continuation payable in installments at the same time
and in the same amounts as when salary would otherwise have been paid (that is,
not in a lump sum); (2) proration of any bonus or percentage compensation
calculated under section 5.2 on account of any part year; and (3) immediate
vesting of all Warrants. Except as provided herein, Employee will be entitled
to no further compensation apart from that already paid or accrued.

Termination for Cause.

Upon notice to Employee, Employer may terminate this Agreement for Cause as
defined in this section 6.2. "Cause" shall mean only: (1) Employee's willful
refusal to comply with a lawful instruction of the Board of Directors after
Employee has received a written demand for performance from the Employer which
specifically sets forth the factual basis for the Employer's belief that
Employee has not substantially performed his duties under this Agreement and
after Employee has had fourteen (14) days after receipt of such written demand
to cure such nonperformance; or (2) Employee's embezzlement of Employer funds
or an act of fraud upon the Employer made by Employee in connection with
Employee's responsibilities as an employee under this Agreement; or (3)
Employee's conviction of any felony involving an act of moral turpitude. In
such event, Employee shall not be entitled to any severance, or any proration
of any bonus or percentage compensation calculated under section 5.2 on account
of any part year, but shall be entitled to exercise any vested Warrants for the
remainder of the term thereof. Employee shall also be entitled to any
compensation accrued for services rendered through the date of termination and
reimbursement for incurred but unpaid expenses.

Termination by Employer Without Cause.

Employer may terminate this Agreement without cause any time upon sixty (60)
days' notice. In such event, Employee will be entitled to (1) a severance
benefit equal to the balance of his Salary under section 5.1 hereof for the
remaining balance of the Term payable in installments at the same time and in
the same amounts as when salary would otherwise have been paid (that is, not in
a lump sum), or, if greater, for a period of six (6) months; (2) proration of
any bonus or percentage compensation calculated under section 5.2 on account of
any part year; and (3) immediate vesting and exercisability of all Warrants.

Termination by Employee Without Cause.

Employee may terminate this Agreement without cause upon thirty (30) days'
notice to Employer. In such event, at Employer's request, Employee shall
continue to render his service up to the effective date of his termination. In
the event of a termination under this section 6.4, Employee shall be entitled
to his salary as set forth in section 5.1 through the date of termination, any
accrued but unpaid bonus and shall be entitled to exercise any vested Warrants
for the remainder of the term thereof.

Termination by Employee for "Good Reason".

For purposes of this section 6.5, termination for "good reason" shall include
Employee's termination of his employment with the Employer for one or more of

the following reasons: (a) the reduction of Employee's title, authority, duties
or responsibilities, or the assignment to Employee of duties inconsistent with
Employee's position with the Employer as set forth in section 2 hereof that
remains uncured by the Employer within fourteen (14) days of written notice
from Employee to the Board, (b) any requirement that Employee report to any
person other than the Board or its successor that remains uncured by the
Employer within fourteen (14) days of written notice from Employee to the
Board; (c) a substantial reduction in the Salary or Bonus opportunity of
Employee that is materially adverse to Employee and that remains uncured by the
Employer within fourteen (14) days of written notice from Employee to the
Board; (d) the relocation of Employee's office without Employee's written
consent to a location that is more than 50 miles from Newport Beach; (e) the
Employer"s failure to pay Employee any compensation due hereunder that remains
uncured by the Employer within fourteen (14) days of written notice from
Employee to the Board; (f) the failure to continue to elect Employee to the
Board; or (g) any other material breach by the Employer of this Agreement that
remains uncured by the Employer within fourteen (14) days of written notice
from Employee to the Board. If Employee terminates his employment with the
Employer for good reason, as defined herein, it shall be treated as a
termination by Employer without cause under section 6.3.

Non-Competition.

At all times during Employee's employment hereunder, Employee shall not,
directly or indirectly, engage or participate in, prepare or set up, assist or
have any interest in any person, partnership, corporation, firm, association,
or other business organization, entity or enterprise (whether as an employee,
officer, director, agent, security holder, creditor, consultant or otherwise)
that engages in e-business customer relationship management.

Nothing contained in this Agreement shall be deemed to preclude Employee from
purchasing or owning, directly or beneficially, as a passive investment, less
than ten percent (10%) of any class of a publicly traded securities or any
corporation so long as Employee does not actively participate in or control,
directly or indirectly, any investment or other decisions with respect to such
corporation.

Confidentiality.

Employee shall hold keep secret and confidential all Trade Secrets and other
confidential or proprietary information of Employer and shall use such
information only in the course of performing Employee's duties hereunder.
Employee shall maintain in trust all such Trade Secret or other confidential or
proprietary information, as Employer's property, including, but not limited to,
all documents concerning Employer's Business, including Employee's work papers,
telephone directories, customer information and notes, and any and all copies
thereof in Employee's possession or under Employee's control. Upon cessation
of Employee's employment with Employer, for any reason, or upon request by
Employer, Employee shall transfer to Employer all such documents belonging to
Employer, including any and all copies in Employee's possession or under
Employee's control. The obligations enumerated above under this section 8
shall not apply to the extent Employee can document that (1) such Trade Secret
or other confidential or proprietary information was (through no breach by
Employee of his obligations under this Section 8) in the public domain at or

subsequent to the time it was communicated to Employee by Employer; (2) such
Trade Secret or other confidential or proprietary information was rightfully in
Employee's possession free of any obligation of confidence or nonuse at or
subsequent to the time it was communicated to Employee by Employer; (3) a
communication of such Trade Secret or other confidential or proprietary
information was in response to a valid order by a court, other governmental
body or self regulatory organization or was otherwise required by law, on the
condition that Employee provides Employer with reasonably prompt notice of such
request so that Employer may act to prevent such disclosure as it deems
necessary or appropriate under the circumstances; or (4) was necessary to
establish the rights of either party under this Agreement.

Injunctive Relief.

Employee hereby acknowledges and agrees that it would be difficult to fully
compensate Employer for damages resulting from a breach or threatened breach of
sections 7 and 8 of this Agreement and, accordingly, that Employer shall be
entitled to seek temporary and injunctive relief, including temporary
restraining orders, preliminary injunctions and permanent injunctions, to
enforce such sections without the necessity of proving actual damages in
connection therewith.

Severable Provisions.

The provisions of this Agreement are severable and if any one or more
provisions is determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions, and any partially unenforceable provisions
to the extent enforceable, shall nevertheless be binding and enforceable.
Binding Agreement. This Agreement shall inure to the benefit of and shall be
binding upon Employer, its successors and assigns.

Entire Agreement.

This Agreement (including the Warrant Agreements attached hereto) contains the
entire agreement of the parties relating to the subject matter hereof, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement that are not set forth otherwise
herein. This Agreement supersedes any and all prior agreements, written or
oral, with Employer. Any such prior agreements are hereby terminated and of no
further effect and Employee by the execution hereof agrees that any
compensation provided for under any such prior agreement is specifically
superseded and replaced by the provision of this Agreement. No modification of
this Agreement shall be valid unless made in writing and signed by the parties
hereto and unless such writing is made by an executive officer of Employer.
The parties hereto agree that in no event shall an oral modification of this
Agreement be enforceable or valid.

Governing Law.

This Agreement is and shall be governed and construed in accordance with the
laws of the State of California without giving effect to California's choice of
law rules.

Notice. All notices and other communications under this Agreement shall be in
writing (including, without limitation, telegraphic, telex, telecopy or cable
communication) and mailed, telegraphed, telexed, telecopied, cabled or
delivered by hand or by a nationally recognized courier service guaranteeing
overnight delivery to a party at the following address (or to such other
address as such party may have specified by notice given to the other party
pursuant to this provision):

If to Employer:

e-Synergies, Inc.
3 Corporate Plaza
Suite 250
Newport Beach, CA 92660
Telephone: (800) 715-9999
Fax: (815) 328-0698

with a copy to (which shall not constitute notice):

Clint Black
Thomas & Libowitz
100 Light St.
Suite 1100
Baltimore, MD 21202
Telephone: (410) 752-2468
Fax: (410) 752-2046

If to Employee:

Theodore Marr
3335 Tree Swallow Place
Freemont, CA 94555

With a copy to:

Akin, Gump, Strauss, Hauer & Feld, L.L.P.
2029 Century Park East
24th Floor
Los Angeles, CA 90067
Attn: Robin M. Schachter
Telephone: (310) 728-3363
Facsimile: (310) 728-2363

Attorney's Fees.
In the event that any party shall bring an lawsuit, arbitration or proceeding
in connection with the performance, breach or interpretation hereof, then the
prevailing party in such action shall be entitled to recover from the losing
party in such action, all reasonable costs and expenses, including reasonable
attorney's fees, court costs, costs of investigation and other costs reasonably
related to such proceeding.

Employer shall pay the attorney's fees incurred in connection with the
preparation of this Agreement and any related documentation.

Arbitration. The parties agree if any controversy or claim shall arise out of
this Agreement or the breach hereof and either party shall request that the
matter be settled by arbitration the matter shall be settled exclusively by
arbitration in accordance with the National Rules for Resolution of Employment
Disputes then in effect of the American Arbitration Association, as the same
may be modified by the statutes of California then in effect, by a single
arbitrator, if the parties shall agree upon one, or by one arbitrator appointee
by each party and a third arbitrator appointed by the other arbitrators. In
case of any failure of a party to make an appointment referred to above within
two (2) weeks after written notice of controversy, such appointment shall be
made by the Association. All arbitration proceedings shall be held in the Los
Angeles area, and each party agrees to comply in all respects with any award
made in such proceeding and to the entry of a judgment in any jurisdiction upon
any award rendered in such proceeding. All costs and expenses of arbitration
(including costs of preparation therefor and reasonable attorneys' fees
incurred in connection therewith) of the party prevailing in such arbitration
shall be borne by the losing party to such arbitration, unless otherwise
directed by the arbitrators.

Death or Disability.

In the event of Employee's death during his employment with Employer,
Employer's obligations under this Agreement shall automatically terminate and
shall be deemed a termination without cause under section 6.3; In the event of
Employee's total disability (defined as the complete inability to perform his
duties hereunder) for any period of at least three (3) consecutive months,
Employer shall have the right, which may be exercised at its sole discretion,
to terminate Employee, which shall be deemed a termination without cause under
section 6.3.

Indemnification.

Employer agrees to indemnify Employee for any and all liabilities to which he
may be subject as a result of his service as an officer, director or other
corporate agent of Employer, or of any other enterprise at the request of the
Employer, or otherwise as a result of his employment hereunder, as well as the
expense (including, without limitation, advancement of reasonable counsel fees)
of any proceeding brought or threatened against Employee as a result of such
service or employment, to the fullest extent permitted by law, to the extent
Employee's acts on Employer's behalf were taken in good faith. Such counsel
fees shall, to the fullest extent permitted by law, be advanced by Employer
upon receipt of an undertaking of Employee satisfactory to counsel for Employer
to repay such fees if it is ultimately determined that he is not entitled to be
indemnified with respect thereto. To the extent that the Board in its
discretion determines that directors and officers liability insurance is
available at a reasonable premium, the Employer shall cause Employee (together
with other officers and directors) to be covered at all times by directors and
officers liability insurance with such coverage to be not less than $1,000,000.
The Employer shall continue to indemnify Employee as provided above and,
provided the board determines that "tail" coverage is available at a reasonable
premium, maintain such liability insurance coverage for Employee, after the
Term has ended for any claims that may be made against him with respect to his
service as a director or officer of the Employer.

Survival. In the event this Agreement expires after its Term or is terminated,
the provisions of sections 8 through 18 shall survive.

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first
above written.

"EMPLOYER"

e-Synergies, Inc.
a California corporation

By:___________________________
Name: Thomas Ronk
Title: CEO

"EMPLOYEE"

______________________________
Theodore Marr

EXHIBIT 10.3
ADDENDUM TO EMPLOYMENT AGREEMENT OF THEODORE MARR

e-Synergies, Inc.
3 Corporate Plaza #250
Newport Beach, CA 92660
Telephone: (800) 715-9999
Facsimile: (815) 328-0698

May 28, 2001

Mr. Theodore Marr
3335 Tree Swallow Place
Freemont, California 94555

Re: Letter Agreement to Employment (this "Letter Agreement")

Dear Mr. Marr:

Reference is hereby made to that certain Employment Agreement dated as of May
28, 2001, between e-Synergies, Inc., a California corporation ("Employer"), and
you as Employee (the "Employment Agreement"). The capitalized terms used
herein, but not otherwise defined herein, shall have the meanings assigned to
such terms under the Employment Agreement. This Letter Agreement is intended
to be, and shall be, legally binding upon the parties hereto.

1. Payment of Salary Prior to Private Placement. Notwithstanding any other
provisions of the Employment Agreement, Employee's Salary shall be reduced to
Six Thousand Dollars ($6,000.00) per month (the "Reduced Salary") until such
time as Employer has completed the sale of additional equity (the "Equity
Transaction"), the proceeds of which the parties expect to be available no
later than sixty (60) days from the date of this Letter Agreement. Promptly
upon completion of the Equity Transaction, Employer shall pay to Employee the
difference between the Salary and the Reduced Salary from the date hereof
through the closing of the Equity Transaction (the "Salary Shortfall"), and
Employee shall receive the Salary as provided by the terms of the Employment
Agreement. To the extent Employer is unable to pay Employee the Salary
Shortfall within sixty (60) days of the date hereof, the parties agree to enter
into good faith negotiations to extend the term of this Letter Agreement.

Except as amended by this Letter Agreement, the Employment Agreement is
affirmed and restated.

Mr. Theodore Marr
May 28, 2001
Page 2 of 2

If the foregoing accurately reflects your understanding and constitutes the
agreement of the parties, please sign below, evidencing your acceptance and
agreement to the foregoing, and return one copy of this Letter Agreement to the
undersigned. This Letter Agreement may be signed in counterparts, all of which
taken together shall constitute an instrument, and any of the parties hereto
may execute this Letter Agreement by signing any such counterpart.

Very truly yours,

e-Synergies, Inc.

_______________________________
Thomas C. Ronk
CEO

AGREED and ACCEPTED this 28th day of May, 2001:

__________________________________
Theodore Marr

EXHIBIT 10.4

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of
July 3, 2001 by and among Worldwide Xceed Group, Inc., a Delaware corporation
("Xceed"), and e-Synergies, Inc., a California corporation ("Buyer").

RECITALS:

WHEREAS, Xceed is a debtor and a debtor in possession in a case (the
"Case") filed in the United States Bankruptcy Court for the Northern District
of Illinois (the "Bankruptcy Court") under Chapter 11 of Title 11 of the United
States Code (the "Bankruptcy Code") on April 30, 2001 (the "Petition Date"), as
case number 01-15553;

WHEREAS, the Buyer desires to purchase from Xceed, and Xceed desires to
sell, convey, assign, and transfer to the Buyer, all of the operating assets
and other assets relating to Xceed's business, and the Buyer desires to assume
certain obligations and liabilities relating thereto, all in the manner and
subject to the terms and conditions set forth herein and in accordance with
sections 105, 363, and 365 of the Bankruptcy Code (the "Proposed Transaction");
and

WHEREAS, the parties desire to consummate the Proposed Transaction as
promptly as practicable after the Bankruptcy Court enters an order approving
the Proposed Transaction (the "Sale Order").

NOW, THEREFORE, in consideration of the foregoing recitals and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

SECTION 1
Sale of Assets and Assumption of Liabilities

1.1 Certain Defined Terms. Unless otherwise expressly defined herein, the
following capitalized terms used in this Agreement shall be defined as follows:

"Buyer Receivables" means all Receivables included in Purchased Assets
and all proceeds thereof, including all proceeds in the form of cash and cash
equivalents.

"Collection" means, with respect to any Buyer Receivable, all cash
collections and other cash proceeds in respect of such Buyer Receivable,
including, without limitation, all interest, finance charges, or other related
amounts accruing in respect thereof and all cash proceeds of collateral,
guaranties, and/or insurance with respect to such Buyer Receivable.

"Collection Account" means any lockbox, lockbox account, collection
account, concentration account, or deposit account to which any Collection is
mailed or into which any Collection is deposited.

"Contingent Liability" means any claim or right to payment of any third
party against Xceed relating to any Xceed Retained Assets that is not, as of
the Closing Date, reduced to judgment, liquidated, fixed, matured or
undisputed, or is otherwise contingent upon any event or circumstance occurring
after the Closing Date.

"Contract" means any agreements, contracts, leases, powers of attorney,
notes, loans, evidence of indebtedness, purchase orders, letters of credit,
settlement agreements, franchise agreements, undertakings, covenants not to

compete, employment agreements, licenses, benefit plans, instruments,
obligations, commitments, understandings, policies, purchase and sales orders,
quotations, and other executory commitments to which any person is a party or
to which any of the assets of Xceed is subject, whether oral or written,
express or implied, together with all obligations with respect to the payment
and performance thereof.

"Employee Covenants" means all rights and claims of Xceed of every kind
and description under all non-disclosure, confidentiality, non-competition,
non-solicitation, assignment of inventions, and other agreements of a
comparable nature with (i) all present and former employees other than
"Transferred Employees" (as defined in Section 5.2) to the extent such
agreements relate to the Purchased Assets and (ii) all Transferred Employees
whether or not such agreements relate to the Purchased Assets.

"Original Spherion Facility" means that certain Revolving Credit
Agreement dated as of November 15, 2000 between Xceed and Spherion.

"Personal Property" means any equipment, inventory, fixtures, furniture,
general intangibles and other personal property (exclusive of any intellectual
property and any Contracts) of Xceed.

"Purchase Documents" means this Agreement, the bill of sale in the form
attached hereto as Exhibit A (the "Bill of Sale"), the assignment and
assumption agreement in the form attached hereto as Exhibit B (the "Assignment
and Assumption"), and the other agreements, documents, or instruments executed
or delivered at the Closing (as hereinafter defined) in connection therewith.

"Receivables" mean any accounts receivable, whether or not earned by the
performance of any service or the sale or delivery of any goods, with respect
to customer accounts of Xceed.

"Restructured Spherion Facility" means a term loan facility between Buyer
and Spherion pursuant to which the Original Spherion Facility, together with
the liens evidenced thereby, shall be terminated in exchange for a term note of
not more than $4.0 million (or such lesser amount equal to the balance of the
Original Spherion Facility immediately prior to the Effective Time, which shall
not be less than $3.5 million) made by Buyer in favor of Spherion and secured
by a lien in and having recourse solely to the Receivables described on
Schedule 1.2(c), in accordance with the terms set forth on that certain
Proposal Term Sheet dated June 6, 2001 among Spherion, Xceed, and Buyer and as
otherwise mutually agreed to among them consistent with the Sale Order.

"Solvent" means, when used with respect to any person or entity, that at
the time of determination: (i) it is then both able to, and fully expects to,
pay its debts as they mature; and (ii) it has capital sufficient to carry on
its business as conducted and as proposed to be conducted.

"Spherion" means Spherion Corporation, a Delaware corporation.

1.2 Sale of the Purchased Assets. Upon the terms and subject to the
conditions set forth in this Agreement, upon the occurrence of the Closing, but
effective as of the Effective Time (as hereinafter defined), Xceed shall, by
quit-claim on an "As Is" and "Where Is" basis, and without representation or

warranty of any kind (other than as set forth in Section 4 of this Agreement)
sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase,
acquire, and take assignment and delivery from Xceed of, all right, title and
interest of Xceed in and to only those assets, properties, and rights of Xceed
that are specified in the following paragraphs (collectively the "Purchased
Assets") (each of the references to a "Schedule" in this Section 1.2 below
shall mean and be a reference to the correspondingly numbered schedule attached
to this Agreement, each of which is incorporated herein by this reference
thereto):

(a) the intellectual property described on Schedule 1.2(a);

(b) the Personal Property described on Schedule 1.2(b);

(d) the Contracts described on Schedule 1.2(d) (the "Assigned
Contracts");

(e) the Employee Covenants, except as described on Schedule 1.2(e); and

(f) all books and records pertaining to the foregoing.

1.3 Assumption of Liabilities. Upon the terms and subject to the
conditions set forth in this Agreement, upon the occurrence of the Closing, but
effective as of the Effective Time, Buyer shall assume and pay, perform and
discharge, when due, those debts, liabilities, obligations and commitments of
Xceed which are described below (the "Assumed Liabilities"):

(a) the accounts payable, accrued expenses, and other liabilities of
Xceed described on Schedule 1.3(a);

(b) the accrued salaries, wages, and benefits as set forth on Schedule
1.3(b) with respect to the Transferred Employees of Xceed listed on
Schedule 1.3(b); and

(c) all obligations and liabilities with respect to the Assigned
Contracts that, by the terms of such Assigned Contracts, arise after Closing,
relate to periods following the Closing and are to be observed, paid,
discharged, or performed, as the case may be, in each case at any time after
the Effective Time; provided, that cure amounts payable in order to effectuate,
pursuant to the Bankruptcy Code, the assumption by and assignment to Buyer of
the Assigned Contracts under the Sale Order shall be paid by Xceed pursuant to
the Sale Order and in accordance with Section 1.6(b) hereof.

1.4 Xceed Retained Assets. Notwithstanding anything in Section 1.2 or
the description of the Purchased Assets to the contrary, all of the assets,
properties, and rights of Xceed of every kind and description not expressly
enumerated on the Schedules referred to in Section 1.2 of this Agreement are
excluded from the sale of the Purchased Assets pursuant to this Agreement,
including, without limitation, (a) the Receivables described on Schedule 1.4
hereto and (b) all Contracts other than (i) the Assigned Contracts and (ii) the
Employee Covenants (such excluded assets described in this Section being
referred to as the "Xceed Retained Assets").

1.5 Xceed Retained Liabilities. Notwithstanding anything in Section 1.3
or the description of the Assumed Liabilities to the contrary, all of the
claims, debts, liabilities, obligations and commitments of Xceed of every kind
and description not expressly enumerated on the Schedules to this Agreement are
expressly excluded from the assumption of the Assumed Liabilities pursuant to
this Agreement (such excluded assets being referred to as the "Xceed Retained
Liabilities"). Without limiting the foregoing and notwithstanding anything to
the contrary in this Agreement, none of the following shall be Assumed
Liabilities for the purposes of this Agreement and shall be deemed Xceed
Retained Liabilities:

(a) any accounts payable and accrued expenses of Xceed, except as listed
on Schedule 1.3(a);

(b) any liability or obligation related to employees of Xceed, except as
listed on Schedule 1.3(b);

(d) any liability or obligation of Xceed arising out of any Assigned
Contract relating to any period prior to the Closing, including, without
limitation, all cure costs relating to defaults under Assigned Contracts;

(e) any liability or obligation relating to any Xceed Retained Asset;

(f) any liability or obligation arising out of any litigation brought
against Xceed or any of its current or former officers or directors in their
capacities as officers or directors; and

(g) any Contingent Liability.

1.6. Purchase Price. As consideration for the sale by Xceed to Buyer of
the Purchased Assets hereunder, upon the occurrence of the Closing, but
effective as of the Effective Time, Buyer shall:

(a) pay to Xceed in cash (by same day electronic wire transfer or in
otherwise immediately available funds in accordance with Xceed"s written
instructions) the sum of $1,000,000;

(b) pay to Xceed (or certain creditors of Xceed as directed by Xceed in
accordance with the Sale Order) in cash (by same day electronic wire transfer
or in otherwise immediately available funds in accordance with Xceed"s written
instructions) the sum of $1,000,000, to satisfy cure amounts payable in order
to effectuate, pursuant to the Bankruptcy Code, the assumption by and
assignment to Buyer of the Assigned Contracts under the Sale Order, in such
amounts as set forth on Schedule 1.2(d);

(c) pay to Spherion for the benefit of Xceed in cash (by same day
electronic wire transfer or in otherwise immediately available funds in
accordance with Spherion"s written instructions) the sum of $1,000,000, to
repay a portion of the outstanding balance of the Original Spherion Facility in
accordance with the terms of the Restructured Spherion Facility;

(d) execute and deliver the Restructured Spherion Facility with Spherion;
and
(e) assume the Assumed Liabilities as provided in Section 1.3.

1.7 Tax Matters. All sales and transfer taxes, recording charges, and
similar taxes and charges, incurred in connection with the transactions
contemplated by this Agreement shall be borne by Buyer.

SECTION 2
Condition to Closing

The Closing shall be subject to (a) the entry of a Sale Order by the
Bankruptcy Court of Xceed, directing and authorizing Xceed to enter into and
perform its obligations under this Agreement and approving all terms,
provisions and transactions contemplated herein and (b) confirmation of the
consummation of the Restructured Spherion Facility.

SECTION 3
CLOSING; EFFECTIVE TIME

3.1 Closing. The closing of the Proposed Transaction (the "Closing")
shall occur on the date on which the Sale Order is entered by the Bankruptcy
Court of Xceed, or such other date as is mutually agreed upon by the parties,
which date shall not be later than July 9, 2001. Notwithstanding the
foregoing, the consummation of the transactions contemplated by this Agreement
shall be deemed for all purposes to have occurred as of the date the Sale Order
has been entered by the Bankruptcy Court (the "Effective Time"). The Closing
shall occur by facsimile and delivery of executed documentation by overnight
courier to the respective parties, or by such other means as the parties shall
mutually agree.

3.2 Deliveries by Xceed. At the Closing, Xceed shall deliver or cause to
be delivered to or at the direction of Buyer, duly and properly executed, the
following:

(a) the Bill of Sale, in the form attached hereto as Exhibit A,
evidencing the sale of the Purchased Assets by Xceed to Buyer;

(b) the Assignment and Assumption, in the form attached hereto as Exhibit
B, evidencing the assignment of the Assigned Contracts by Xceed to Buyer and
the assumption of the Assumed Liabilities by Buyer;

(c) executed documents (which shall be approved by the Sale Order in lieu
of the approval of the stockholders of Xceed) to be filed with the Secretary of
State of the State of Delaware sufficient to change the legal name of Xceed to
a name substantially dissimilar to "Worldwide Xceed Group"; and

(d) such other documents and instruments as may be reasonably requested
by Buyer in order to effect or carry out the intent of this Agreement or the
Sale Order.

3.3 Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to
be delivered to or at the direction of Xceed, duly and properly executed (as
applicable), the following:

(a) the cash purchase price in accordance with and as described in
paragraphs (a), (b), and (c) of Section 1.6;

(b) the Bill of Sale, in the form attached hereto as Exhibit A,
evidencing the sale of the Purchased Assets by Xceed to Buyer;

(c) the Assignment and Assumption, in the form attached hereto as Exhibit
B, evidencing the assignment of the Assigned Contracts by Xceed to Buyer and
the assumption of the Assumed Liabilities by Buyer; and

(d) such other documents and instruments as may be reasonably requested
by Xceed in order to effect or carry out the intent of this Agreement or the
Sale Order.

SECTION 4
Representations and Warranties

4.1 Representations of Xceed. Xceed hereby represents and warrants to
Buyer as follows:

(a) Xceed: (i) is a corporation duly organized and validly existing
under the laws of the State of Delaware; (ii) has the power and authority to
own its property and to carry on its business as now conducted or as presently
contemplated; and (iii) has the power and authority to execute, deliver and,
subject to the approval of the Bankruptcy Court, perform its obligations under
each of the Purchase Documents to which it is a party.

(b) The execution, delivery and performance by Xceed of all of its
obligations under each of the Purchase Documents to which it is a party have
been duly authorized by all requisite corporate action on the part of Xceed,
including any requisite approval of its board of directors.

(c) Each of the Purchase Documents to which Xceed is a party constitutes
a legal, valid and binding obligation of Xceed, enforceable against Xceed in
accordance with its terms, subject, as to enforcement, to applicable
bankruptcy, reorganization, insolvency and similar laws affecting creditors"
rights generally and to moratorium laws from time to time in effect and to the
extent that such enforcement is subject to the principles of equity in a
proceeding at law or in equity.

(d) There are no brokers or finders entitled to any brokerage or finder"s
fee or other commission or fee based upon arrangements made by or on behalf of
Xceed in connection with this Agreement or any of the transactions contemplated
hereby.

(e) At the Closing, Xceed will have good and marketable title
to all of the Purchased Assets (i) to be transferred pursuant to the Assumed
Contracts and/or (ii) reflected on the books and records of Xceed as being
owned by Xceed, free and clear of all liens, charges and encumbrances.

4.2 Representations of Buyer. Buyer hereby represents and warrants to
Xceed as follows:

(a) Buyer is a corporation duly organized and validly existing under the
laws of the State of California; Buyer has the power and authority to own its
property and to carry on its business as now conducted or as presently
contemplated; and Buyer has the power and authority to execute, deliver and
perform its respective obligations under each of the Purchase Documents to
which it is a party.

(b) The execution, delivery and performance by Buyer of its obligations
under each of the Purchase Documents to which it is a party have been duly
authorized by all requisite corporate action on its part, including any
requisite approval of its board of directors and stockholders.

(c) Each of the Purchase Documents to which Buyer is a party constitutes
a legal, valid and binding obligation of such party enforceable against such
party in accordance with its terms, subject, as to enforcement, to applicable
bankruptcy, reorganization, insolvency and similar laws affecting creditors'
rights generally and to moratorium laws from time to time in effect and to the
extent that such enforcement is subject to the principles of equity in a
proceeding at law or in equity.

(d) After giving effect to the Proposed Transaction, Buyer will be
Solvent.

(e) There are no brokers or finders entitled to any brokerage or finder's
fee or other commission or fee based upon arrangements made by or on behalf of
Buyer in connection with this Agreement or any of the transactions contemplated
hereby.

SECTION 5

Covenants

5.1 Survival of Representations and Covenants; Limitation of Liability.

(a) Survival of Representations. The representations and warranties
contained in this Agreement shall survive for a period of one (1) year from the
Closing and the covenants contained in this Agreement shall survive the Closing
indefinitely.

(b) Limitation of Liability. Xceed and Buyer hereby agree that, absent
actual fraud and exclusive of claims made by any third party, no party hereto
shall be liable for any special, consequential, indirect or similar damages
caused by the other party hereunder.

5.2 Employment Issues.

(a) Offer of Employment. Effective as of the Effective Time, the
employees of Xceed listed on Schedule 1.3(b) shall cease to be employees of
Xceed. Effective as of the Effective Time and subject to and in accordance

with the provisions of this Section 5.2, Buyer shall offer full time employment
to all of the employees listed on Schedule 1.3(b) on such terms and conditions
as Buyer, in its sole discretion, shall determine. Employees who accept such
offer of employment shall be referred to as the "Transferred Employees" and
Buyer shall, effective as of the Effective Time, assume responsibility for such
Transferred Employees' accrued salaries, wages and benefits, solely as set
forth on Schedule 1.3(b). Xceed shall be solely responsible for any
notification or any liability relating to any termination of any of Xceed's
employees occurring before, on or after the date of this Agreement.

(b) Benefits for Transferred Employees. Effective as of the Effective
Time, Buyer shall permit the Transferred Employees to participate in Buyer's
applicable benefit plans, if any. Buyer shall give each of the Transferred
Employees credit for such Transferred Employees' years of most recent
continuous service (including time during approved leaves of absences of less
than twenty six (26) weeks) with Xceed, as applicable, for purposes of
determining participation and vesting under all of the applicable benefit plans
and programs of Buyer, if any, unless otherwise prohibited by law or the terms
of any of such benefit plans and programs.

5.3 Post-Closing Cooperation. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
If at any time after the Closing any further action is necessary or desirable
to carry out the purposes of this Agreement (including transferring any
Purchased Assets which were not previously transferred hereunder, or
transferring back any Xceed Retained Assets which were transferred hereunder,
or transferring any mail or payments on accounts receivable which should have
been delivered to the other party hereunder), the parties hereto shall take or
cause to be taken all such necessary action, including, without limitation, the
execution and delivery of such further instruments and documents as may be
reasonably requested by the other party for such purposes or otherwise to
consummate and make effective the transactions contemplated hereby.

5.4 Post-Closing Collections of Receivables.

(a) From and after the Closing, if Xceed receives any proceeds of Buyer
Receivables ("Acquired Proceeds"), it shall receive such payments as Buyer's
trustee, and shall, as soon as possible and in any event within two (2)
business days after receipt of any Collection, transfer such Collection to
Buyer, together with all necessary endorsements. All Collections received in
any Collection Account or otherwise shall be subject to Buyer's ownership
thereof, and withdrawals with respect to the Acquired Proceeds by Xceed from
any Collection Account shall not be permitted except in effecting a transfer of
such proceeds to Buyer. Xceed, at Buyer's request, shall execute and deliver to
Buyer such documents as Buyer shall require to grant Buyer access to any
records concerning Collections reasonably requested by Buyer. Xceed covenants
to cause daily listings of receipts (indicating amount of receipt, payor, and
other available pertinent information) to its Collection Accounts to be
provided promptly but no later than 3:00 p.m. Central time daily to Buyer's
designated representative(s) until the earlier of the date Xceed is notified by
Buyer that provision of such listings is no longer required and the tenth

(10th) business day after date the last Buyer Receivable becomes Acquired
Proceeds. Xceed covenants that, until the earlier of the one hundred eightieth
(180th) day after the date hereof or the tenth (10th) business day after the
date the last Buyer Receivable becomes Acquired Proceeds, it shall maintain the
Collection Account at Texas Capital Bank in existence on the date hereof and
shall not direct payments of any Buyer Receivable to any other account or
location, except as directed by Buyer or to Buyer as required herein. At the
Closing, Xceed shall irrevocably direct the persons at any institution at which
any Collection Account exists to administer, maintain, and otherwise manage any
such Collection Account as set forth in this Agreement.

(b) At the Closing, Xceed shall deliver for the Buyer's countersignature
a joint instruction for each Buyer Receivable debtor in a form acceptable to
the Buyer signed by Xceed (i) notifying such debtor that such debtor's account
receivable has been sold to the Buyer and (ii) instructing such debtor that
such debtor shall make payment of all amounts due or payable or to become due
directly to the Buyer or its designee or designated account.

(c) It is the intention of the parties hereto that the conveyance of the
Purchased Assets hereunder shall constitute a sale, which sale is absolute and
irrevocable and provides Buyer with the full benefits of ownership of the
Purchased Assets. Upon the request of Buyer, Xceed will execute and file such
financing or continuation statements, or amendments thereto or assignments
thereof, and such other instruments or notices, as may be necessary or
appropriate to perfect and maintain the perfection of Buyer's ownership
interest in the Buyer Receivable originated by Xceed and included in the
Purchased Assets.

(d) If, notwithstanding the intention of the parties expressed in clause
(a) above, the conveyance of any of the Purchased Assets hereunder shall be
characterized as a secured loan and not a sale or such sale shall for any
reason be ineffective or unenforceable, then this Agreement shall be deemed to
constitute a security agreement under the UCC and other applicable law. For
this purpose and without being in derogation of the parties' intention that the
sale of the Buyer Receivables by Xceed hereunder shall constitute a true sale
thereof, Xceed hereby grants to Buyer a duly perfected security interest in all
of Xceed's right, title and interest in, to and under the Purchased Assets
which are now existing or hereafter arising, and all proceeds thereof to secure
the prompt and complete payment of a loan deemed to have been made in an amount
equal to the aggregate purchase price set forth in Section 1.6 together with
all other obligations of Xceed hereunder. Buyer and its assigns shall have, in
addition to the rights and remedies which they may have under this Agreement,
all other rights and remedies provided to a secured creditor under the UCC and
other applicable law, which rights and remedies shall be cumulative.

(e) Upon the Closing, Xceed shall have hereby irrevocably appointed the
Buyer as Xceed's attorney with power thereafter: (i)to endorse Xceed's name on
any checks, notes, acceptances, money orders, or other forms of payment or
security constituting Acquired Proceeds that come into the Buyer's possession;
(ii) to sign Xceed's name on any instrument, bill of lading, warehouse receipt,
or other negotiable or non-negotiable document of title constituting Acquired
Proceeds, on assignments of Buyer Receivable, on notices of assignment,
financing statements, and other public records and to file any such financing
statements by electronic means with or without a signature as authorized or

required by applicable law or filing procedure, but in each case reflecting
only the rights of the Buyer to such Buyer Receivable acquired hereunder; and
(iii) to send requests for redirection of payments on Buyer Receivables to
obligors thereon. Xceed hereby ratifies and approves all acts of such attorney.
Neither the Buyer nor its attorneys will be liable for any acts or omissions or
for any error of judgment or mistake of fact or law except for their willful
misconduct or gross negligence. This power, being coupled with an interest, is
irrevocable.

5.5 Discontinuance of Service Mark and Corporate Name. As of and after
the Closing, Xceed shall cease all use of the "Xceed" service mark and any
other similar mark or derivative thereof. In addition, Xceed will, as soon as
practicable after the Closing, change its corporate name from "Worldwide Xceed
Group, Inc." to another substantially different corporate name.

5.6 Location of Xceed Retained Assets. For a reasonable period of time
following the Closing, Xceed shall be permitted to keep all of the Xceed
Retained Assets at their current locations, provided, however, that Xceed
shall: (i) retain the risk of loss with respect to such Xceed Retained Assets
during such period and (ii) release and indemnify Buyer from all claims,
actions, suits and proceedings with respect to the loss of or damage to such
Xceed Retained Assets during such period. During such time period, Xceed shall
be entitled reasonable access during normal business hours to such Xceed
Retained Assets (and to books and records relating to such Xceed Retained
Assets), and Buyer shall neither relocate nor in any way disturb such Xceed
Retained Assets.

5.7 Assistance of Transferred Employees in Liquidation of Xceed. Subsequent
to the Closing, Xceed shall be permitted to utilize the reasonable assistance
of Transferred Employees in connection with its liquidation.

SECTION 6
Miscellaneous Provisions

6.1 Entire Agreement. This Agreement, together with the Schedules
incorporated by reference herein, and the other Purchase Documents shall
constitute the entire agreement between and among the parties relating to the
subject matter hereof. There are no terms, obligations, covenants,
representations, statements, or conditions other than those contained herein,
in such Schedules, Exhibits, and in the other Purchase Documents. No variation
or modification of this Agreement or waiver of any of the terms or provisions
hereof shall be deemed valid unless made in a writing signed by all parties
hereto.

6.2 Headings. The headings appearing at the beginning of the numbered
sections hereof have been inserted for convenience only and do not constitute
any part of this Agreement.

6.3 Governing Law; Jurisdiction; Venue. This Agreement shall be
considered as having been made in the United States of America and shall be
construed and the respective rights of the parties determined in accordance
with the laws of the State of Illinois. Each party hereto agrees that any legal
action or proceeding arising hereunder shall be brought either in federal or
state courts located in the State of Illinois, County of Cook and irrevocably

submit themselves to the jurisdiction of those courts.

6.4 Notices. All notices and other communications under this Agreement
shall be in writing and shall be given by hand delivery, or first class mail,
certified or registered with return receipt requested, or by commercial
overnight courier and shall be deemed to have been duly given upon hand
delivery, delivery by commercial overnight courier to the address specified
below, or deposit in the U.S. mail as provided above, addressed as follows:

(a) If to Xceed:

Worldwide Xceed Group
c/o Techspace
41 East 11th Street
New York, New York 10003
Attention: Barbara Rupert

With a copy to:

Katten Muchin Zavis
525 West Monroe Street
Chicago, Illinois 60661
Attention: Michael S. Terrien, Esq.
Facsimile: 312/902-1061

(b) If to Buyer:

e-Synergies, Inc.
3 Corporate Plaza
# 250
Newport Beach, CA 92660
Attention: Theodore Marr
Facsimile: 949-219-0173

With a copy to:

Jeffrey L. Davidson
11755 Wilshire Blvd.
Suite 1200
Los Angles, CA 90025
Facsimile: 310-473-0148

6.5 Assignment. This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and its successors and assignees
permitted hereunder. No party hereto may assign this Agreement, except (i) in
a sale of all or substantially all of the assets or equity securities of such
party to, or through a merger or dissolution of such party into, another entity
that agrees in writing to be bound by all of the terms of this Agreement or
(ii) to a greater than fifty percent (50%) owned affiliate of such party that
agrees in writing to be bound by all of the terms of this Agreement.

6.6 Severability. Should a court or other body of competent jurisdiction
determine that any provision of this Agreement is excessive in scope or
otherwise invalid or unenforceable, such provision shall be adjusted rather
than voided, if possible, so that it is enforceable to the maximum extent
possible, and all other provisions of this Agreement shall be deemed valid and
enforceable to the fullest extent possible.

6.7 Third Party Beneficiaries Each party hereto intends that this
Agreement shall not benefit nor confer any rights or remedies on any person
other than the parties hereto and their respective successors, assigns and
legal representatives.
16
6.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original hereof, but all
of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase
Agreement to be executed as of the day and year first above written.

WORLDWIDE XCEED GROUP, INC.

By: Howard A. Tullman
-------------------
Howard A. Tullman,
Chief Executive Officer

E-SYNERGIES, INC.

By: ___________________________________
Name: _____________________________
Title: _____________________________

SCHEDULES AND EXHIBITS

Schedule 1.2(a) Intellectual Property
Schedule 1.2(b) Personal Property
Schedule 1.2(c) Receivables
Schedule 1.2(d) Assigned Contracts and Cure Amounts
Schedule 1.2(e) Exceptions to Employee Covenants
Schedule 1.3(a) Accounts Payable, Accrued Expenses and Other
Liabilities
Schedule 1.3(b) Transferred Employees, Accrued Salaries, Wages and
Benefits
Schedule 1.4 Retained Receivables

EXHIBITS
- --------
Exhibit A Bill of Sale
Exhibit B Assignment and Assumption Agreement

SCHEDULE 1.2(a)
TO SET PURCHASE AGREEMENT

INTELLECTUAL PROPERTY

All of the following, whether owned, used, or licensed (as licensee or
licensor) by Xceed, and all rights corresponding thereto throughout the world,
in any form and on any medium now known or hereafter developed and all
embodiments thereof, whether tangible, intangible, printed, recorded,
digitized, fixed, stored, electronic, or otherwise:

(A) Xceed's corporate name, domain names, uniform resource locators,
fictitious business names, trade names, brand names, trade dress, logos,
trademarks, service marks (including, without limitation, the mark XCEED),
trademark registrations, service mark registrations, applications for
registration and the goodwill symbolized by the foregoing and connected
therewith;

(B) all copyrights, whether or not published, protected or registered
under the Copyright Act of 1909 or the Copyright Act of 1976 (as either shall
be amended from time to time, and any predecessor or successor statute
thereto), applications for registration of copyrights, all works of authorship,
and all secondary and subsidiary rights therein;

(C) all art, audiovisual works, animations, compilations, collective
works, computer software and programs, data, databases, designs, emblems,
films, film clips, graphics, images, illustrations, likenesses, literary works,
logos, motion pictures, musical compositions, music videos, performances,
photographs, pictorial works, song lyrics, sound clips, sound recordings,
scripts, screenplays, video recordings, and all other copyrightable subject
matter;

(D) all renewals, derivative works, enhancements, improvements,
modifications, updates, new releases or other revisions thereof;

(E) all publication rights, display rights, attribution rights, integrity
rights, performance rights (including digital performance rights), mechanical
rights, synchronization rights, publishing rights, approval rights,
reproduction rights, rights to create derivative works, distribution rights, or
moral rights;

(F) all publicity rights or privacy rights (or waivers or quitclaims
thereof) of any person related thereto;

(G) all patents, patent applications and extensions, continuations and
renewals thereof and inventions and discoveries that may be patentable;

(H) all know-how, trade secrets, confidential information, customer
lists, software (including but not limited to the Evolve and Great Plains
software), technical information, data, process technology, plans, drawings,
and blue prints; and

(I) all of the following listed on the attachments to this Schedule
1.2(a) are incorporated and made a part hereof.

SCHEDULE 1.2(b)
TO ASSET PURCHASE AGREEMENT

PERSONAL PROPERTY

Include, without limitation, the following:

(a) all right, title and interest in and to all client, client
contact, customer and advertiser lists;

(b) all marketing files, identifying contacts, dates of most recent
client contact and other information customarily contained therein;

(c) all recruiting files, identifying all active or potential
recruiting prospects, applications, letters, technical reviews, references,
resumes and other information customarily contained therein;

(d) all personnel files pertaining to any person now providing or
who has provided services as a billable consultant or employee, together with
any and all information customarily contained therein, including, but not
limited to, W 2's, W 4's, I 9's, 1099's, employment agreements, personnel
reviews, commission and/or bonus arrangements and salary history; and

(e) all of the following listed on the attachments to this Schedule
1.2(b), to the extent owned and to the extent of Xceed's right, title and
interest therein, are incorporated and made a part hereof.

SCHEDULE 1.2(c)
TO ASSET PURCHASE AGREEMENT

RECEIVABLES

[Please see attached.]

SCHEDULE 1.2(d)
TO ASSET PURCHASE AGREEMENT

ASSIGNED CONTRACTS AND CURE COSTS

SCHEDULE 1.2(e)
ASSET PURCHASE AGREEMENT

EXCLUDED EMPLOYEE COVENANTS

SCHEDULE 1.3(a)
TO ASSET PURCHASE AGREEMENT

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

SCHEDULE 1.3(b)
TO ASSET PURCHASE AGREEMENT

TRANSFERRED EMPLOYEES, ACCRUED SALARIES, WAGES AND BENEFITS

SCHEDULE 1.4
TO ASSET PURCHASE AGREEMENT

RETAINED RECEIVABLES

EXHIBIT A
to
ASSET PURCHASE AGREEMENT

BILL OF SALE

Worldwide Xceed Group, Inc., a Delaware corporation ("Xceed"), for and in
consideration of and other good and valuable consideration paid by e-Synergies,
Inc., a California corporation ("Buyer"), does hereby grant, bargain, sell,
transfer, set over, deliver and assign unto Buyer all of the "Purchased Assets"
described in that certain Asset Purchase Agreement dated July __, 2001 by and
between Xceed and Buyer (the "Purchase Agreement").

Xceed hereby transfers the Purchased Assets in "as is, where is"
condition and Xceed makes no warranty or representation as to or regarding the
condition of the Purchased Assets (other than as set forth in Section 4 of the
Purchase Agreement) to Buyer or any successor, assigns, agent, or subsequent
purchaser of the Purchased Assets.

Xceed makes no warranty or representation, either express or implied,
relating to fitness for a particular purpose, merchantability, quality, design,
condition, capacity, suitability or performance of the Purchased Assets, or of
the material and workmanship thereof, it being agreed that all such risks as
between Buyer and Xceed are to be borne by Buyer alone and at its expense.

This Bill of Sale shall be interpreted, construed and enforced in
accordance with the laws of the State of Illinois applied without giving effect
to any conflicts-of-laws principles. This Bill of Sale shall be binding on,
and shall inure to the benefit of, the parties hereto, and their respective
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Bill of Sale.

IN WITNESS WHEREOF, the parties have executed this Bill of Sale by and through
their duly authorized officers this ______ day of July, 2001.

WORLDWIDE XCEED GROUP, INC.

By: Howard A. Tullman
-----------------------
Howard A. Tullman
Chief Executive Officer

E-SYNERGIES, INC.

By: ___________________________________
Name:
Title:

EXHIBIT B
TO ASSET PURCHASE AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into as of July __, 2001 by and between Worldwide Xceed Group, Inc., a
Delaware corporation ("Assignor"), and e-Synergies, Inc., a California
corporation ("Assignee"). All undefined terms herein shall have the meanings
ascribed thereto in the Purchase Agreement (as defined below).
RECITALS:

A. Pursuant to the terms of that certain Asset Purchase Agreement dated
as of July 3, 2001 (the "Purchase Agreement"), between Assignor and Assignee,
Assignor has concurrently with the delivery hereof, sold, conveyed,
transferred, assigned and delivered to Assignee the Purchased Assets, which
Purchased Assets are specifically identified in the Purchase Agreement.

B. In partial consideration of the sale of the Purchased Assets, the
Purchase Agreement provides that Assignee shall assume the Assumed Liabilities,
which Assumed Liabilities are specifically identified in the Purchase
Agreement.

NOW, THEREFORE, Assignor and Assignee hereby agree as follows:
1. Assignment; Assumption. Assignor hereby assigns, transfers and
delivers to Assignee, and Assignee does hereby accept, all of Assignor's
rights, titles and interests, legal and equitable, in, to and under the
Assigned Contracts, which Assigned Contracts are specifically identified in the
Purchase Agreement, and as to all obligations occurring on and after the

21
Effective Time, Assignee agrees to assume and pay when due, those liabilities
accruing from and after the Effective Time under the Assigned Contracts and to
observe, perform, and comply with the covenants, restrictions, limitations, and
conditions imposed upon Assignor under the Assigned Contracts and Assignee

hereby assumes and agrees to pay, perform and discharge, when due, the Assumed
Liabilities.

2. Effectiveness. This Agreement shall become effective at and upon the
occurrence of the Effective Time. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their subsidiaries,
affiliates, legal representatives, successors and assigns.

3. Conflicts. To the extent there is a conflict between the terms and
provisions of this Agreement and the Purchase Agreement, the Purchase Agreement
shall prevail.

4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
collectively shall constitute one and the same instrument representing this
Agreement between the parties and it shall not be necessary for the proof of
this Agreement that any party produce or account for more than one such
counterpart. This Agreement may be executed using facsimiles of signatures,
and a facsimile of a signature shall be deemed to be the same, and equally
enforceable, as an original of such signature.

5. Severability. If any provision of this Agreement is, in the final
judgment of a court of competent jurisdiction, held to be invalid or
unenforceable, such provision shall thereupon be deemed modified only to the
extent necessary to render it valid, or not applicable to given circumstances,
or excised from this Agreement, as the situation may require.

6. Governing Law. This Agreement is governed by and is to be construed
and interpreted in accordance with the laws of the State of Illinois, without
giving effect to the conflict of law principles thereof.

7. Modifications, Amendments or Waivers. Except as otherwise provided
herein, provisions of this Agreement may be modified, amended or waived only by
a written document specifically identifying this Agreement and signed by a duly
authorized executive officer of each of the parties.

8. Entire Agreement. This Agreement, together with the Schedules
incorporated by reference herein, the Purchase Agreement and the other Purchase
Documents, shall constitute the entire agreement between and among the parties
relating to the subject matter hereof. There are no terms, obligations,
covenants, representations, statements, or conditions other than those
contained herein, in such Schedules and Exhibits, the Purchase Agreement and in
the other Purchase Documents. No variation or modification of this Agreement
or waiver of any of the terms or provisions hereof shall be deemed valid unless
made in a writing signed by all parties hereto.

9. Limitation on Damages. Each of Assignor and Assignee hereby agree
that, absent actual fraud and exclusive of claims made by any third party, no
party hereto shall be liable for any special, consequential, indirect or
similar damages caused by the other party.

IN WITNESS WHEREOF, each of Xceed and Buyer has caused this Assignment
and Assumption Agreement to be executed and delivered as of the date written
above.

WORLDWIDE XCEED GROUP, INC.

By: Howard A. Tullman
-----------------
Howard A. Tullman,
Chief Executive Officer

E-SYNERGIES, INC.

By: _____________________________
Name: _____________________________
Title: _____________________________