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                                                                    Exhibit 7(b)

                                LETTER OF INTENT

                             DATED DECEMBER 07, 2000

BETWEEN:                  ESYNCH CORPORATION ("eSYNCH") is a corporation duly
                          incorporated under the laws of Delaware, having its
                          head office at 15502 Mosher Ave. Tustin, CA 92780,
                          and is an operating Internet development company that
                          focuses on streaming and video-on-demand media
                          applications, and is represented by its Chief
                          Executive Officer, Thomas Hemingway.

AND:                      STREAMEDIA COMMUNICATIONS INC. ("STREAMEDIA") is a
                          corporation duly incorporated in Delaware, having its
                          head office at 244 West 54th Street, New York, New
                          York 10019, and is an operating Internet development
                          company that focuses on streaming media applications,
                          and is represented by its President, Henry Siegel.

THE PARTIES HEREBY AGREE TO THE FOLLOWING LETTER OF INTENT:

1.       MERGER. STREAMEDIA and eSYNCH agree that, subject to approval by the
         shareholders of STREAMEDIA and eSYNCH, eSYNCH will merge with a wholly
         owned subsidiary of STREAMEDIA (the "Transaction"). The parties will
         structure the transaction in a manner so that each party can comply
         with applicable legal, tax and accounting requirements.

2.       REVERSE SPLIT. Concurrent with the merger described in paragraph 1, the
         common stock of STREAMEDIA will undergo a reverse split. The ratio of
         the reverse split will depend on the price of the common stock (par
         value of $0.001 per share) of STREAMEDIA ("old STREAMEDIA stock") at
         the time the parties enter into the Transaction Agreement, which is
         described in paragraph 5.

         a.       RATIO. STREAMEDIA and eSYNCH anticipate that the ratio will
                  likely be one new share ("new STREAMEDIA stock") for at least
                  each five shares of old STREAMEDIA stock.

         b.       PROCEDURE. The STREAMEDIA board of directors will determine
                  the reverse split ratio and present it to the shareholders of
                  STREAMEDIA in the resolution declaring the advisability of the
                  merger between STREAMEDIA and eSYNCH, as required by Delaware
                  law. Both parties understand that the goal of the reverse
                  split is so the new STREAMEDIA stock will trade at or above
                  $10.00 per share.

3.       TERMS OF TRANSACTION AGREEMENT.  The following terms shall be
         contemplated by the Transaction Agreement:

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         a.       CONSIDERATION. In the Transaction, STREAMEDIA will issue
                  shares of authorized and previously unissued common stock
                  to shareholders of eSYNCH.

         b.       SHARE ISSUANCE RATIO. STREAMEDIA will issue common stock,
                  as described in this paragraph 3, that upon consummation of
                  the Transaction, each eSYNCH shareholder will receive
                  shares of old STREAMEDIA stock at the following ratio:

                           For each share of eSYNCH held, the shareholder will
                           receive 3 shares of old STREAMEDIA stock (or $6.00
                           worth of old STREAMEDIA stock, as valued by the
                           closing share price on the trading date prior to the
                           closing of the Transaction).

         c.       ADJUSTMENT. The ratio described in this paragraph 3 will be
                  adjusted to account for the reverse stock split that will
                  occur before the Transaction, as described in paragraph 1.

         d.       ESYNCH OPTIONS AND WARRANTS. STREAMEDIA shall assume options,
                  warrants, and other securities of eSYNCH in accordance with
                  the terms of those securities.

         e.       REGISTRATION OF ISSUED STOCK. Unless exempt from registration
                  under the Securities Act of 1933, STREAMEDIA agrees to
                  register the common stock that STREAMEDIA will provide to
                  eSYNCH shareholders under this paragraph 3, and to qualify
                  these securities under applicable state securities laws
                  (unless an exemption applies). STREAMEDIA also agrees to
                  register the options or warrants that it will assume under
                  this paragraph 3 with the Securities and Exchange Commission
                  and applicable state securities authorities, unless exempt
                  from such registration requirements.

         f.       TIMING. Both parties will act in good faith to complete the
                  transaction as soon as reasonably possible. The parties
                  intend to immediately negotiate the definitive agreements,
                  and commence preparation of all necessary filings.

         g.       REQUIRED CONSENTS.  Each of the parties will use its best
                  efforts to obtain all necessary consents required of it from
                  third parties relating to the Transaction, and to cooperate
                  with the other party in its efforts in such respects.

4.       APPROVALS AND CONSENTS.

         a.       SHAREHOLDER CONSENT. It is currently anticipated that the
                  Transaction shall require approval of each respective
                  party's Board of Directors and stockholders, as may be
                  required by their governing documents and applicable law. If
                  approval of stockholders is required for the Transaction, the
                  Board of Directors of STREAMEDIA and the Board of Directors
                  of eSYNCH will, consistent with their fiduciary duties,
                  recommend the Transaction to their respective stockholders,
                  and, subject to the requirements of applicable law, will seek
                  written consent from their respective stockholders.


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         b.       CONSULTATION. Both parties and their respective
                  representatives or counsel will consult with each other
                  concerning the form and content of the consent described in
                  this paragraph 4.

         c.       STREAMEDIA -- TERMINATION. The Board of Directors of
                  STREAMEDIA may, in its discretion, elect to not consummate
                  the Transaction if its new common stock does not have a
                  value of $10.00 or more per share or if the ratio of the
                  reverse split described in paragraph 1 is greater than 1
                  for 5 to attain a price of at least $10.00 per share by the
                  trading day before the day the Transaction is scheduled to
                  close.

         d.       ESYNCH -- TERMINATION. eSYNCH's Board of Directors may, in
                  its discretion, not consummate the Transaction if
                  STREAMEDIA's new Common Stock has not continued to be
                  listed on the Nasdaq SmallCap Market, or does not close at
                  a price of $10.00 or more per share as of the trading day
                  before the day the Transaction is scheduled to close.

         e.       OTHER CONSIDERATIONS. The compensation committees of the
                  Board of Directors of both STREAMEDIA and eSYNCH shall
                  jointly consider such additional matters as employee equity
                  incentives, steps necessary to assume and continue plans or
                  create plans as may be in the best interests of the
                  combined entity after the Transaction.

5.       CONDITIONS.

         a.       TRANSACTION AGREEMENT. STREAMEDIA and eSYNCH agree they will
                  enter into a written Transaction Agreement and related
                  agreements and documents, to be drafted by counsel for
                  STREAMEDIA, containing customary representations and
                  warranties with respect to the Company and for the
                  transactions contemplated hereby and which shall be acceptable
                  to both parties and their respective counsels.

         b.       FINANCIAL INFORMATION. eSYNCH will allow STREAMEDIA
                  representatives full and complete access to the books and
                  records relating to eSYNCH, including financial statements,
                  tax returns, facilities, independent accountants and certain
                  key employees, regional sales managers, sales consultants and
                  purchasers and users of the eSYNCH's products. Any non-public
                  information obtained by STREAMEDIA or its representatives in
                  this connection will be maintained as confidential.

         c.       REPRESENTATIONS AND WARRANTIES. The Transaction Agreement
                  shall contain representations and warranties both by
                  STREAMEDIA and eSYNCH that are normally found in such
                  agreements as well as representations and warranties required
                  specifically for the purpose of the transaction contemplated
                  herein. The extent of the indemnity offered by the parties in
                  the final closing Transaction Agreement shall be negotiated to
                  each party's satisfaction and will be a condition to the final
                  closing.



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         d.       CONFIDENTIALITY. STREAMEDIA and eSYNCH will undertake not
                  to disclose or reveal, directly or indirectly, to anyone,
                  information about this Letter or the contemplated
                  Transaction Agreement or any related documents. It is
                  however agreed that STREAMEDIA and eSYNCH shall not be
                  bound by the present Section when such disclosure pertains
                  to the mandatory disclosures that STREAMEDIA or eSYNCH are
                  obligated to make according to applicable Securities Laws
                  or any other law to the same effect. STREAMEDIA and eSYNCH
                  will take all necessary actions to fully ensure the
                  confidentiality of any information exchanged.

         e.       GOVERNING LAWS. The applicable laws of the State of New
                  York shall govern this Letter.

         f.       EXPENSES. Each Party shall each be liable for its own
                  expenses concerning this transaction.

         g.       PUBLICITY. The Parties each agree that they will not make
                  any public  disclosure  of the contents of this Letter or
                  the transactions contemplated hereby without obtaining the
                  prior written approval of the other Party hereto, except to
                  the extent that such disclosure may be required by law, in
                  which case the Party required to make such disclosure shall
                  give the other Party 72 hours prior written notice of such
                  disclosure.

6.       OTHER.

         a.       RIGHT OF FIRST REFUSAL. Until this Letter is terminated
                  pursuant to Section 7, neither STREAMEDIA nor its agents or
                  representatives shall, without the prior consent of eSYNCH,
                  sell, agree to sell, enter into negotiations to sell, or
                  discuss the sale or transfer of any material portion of the
                  assets or stock of STREAMEDIA, or any interest or right
                  therein, to or with any party except as disclosed to eSYNCH
                  in advance and agreed upon by both parties.

         b.       FEES AND EXPENSES. Each party agrees to pay the legal,
                  accounting and other fees and expenses  incurred by it with
                  respect to the transactions contemplated herein, whether or
                  not the Transaction is consummated.

         c.       FINANCING. Simultaneous with the closing, eSynch agrees to
                  assist in the raising a minimum $5 million, through a
                  private placement of Stream Media stock.

7.       PERIOD THIS LETTER IS VALID.

         This present Letter of Intent is valid for a period two (2) days ending
         December 08, 2000.


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         If both parties do not agree to this Letter within this period, the
         Letter will be considered null and void.

BINDING OFFER

Except for the Paragraphs 5.d., 6, and 7, which each shall be binding on the
parties, both eSYNCH and STREAMEDIA understand and agree that this Letter
shall not be interpreted as a binding contract between them. The parties
acknowledge that this Letter does not contain all the material terms and
provisions that will be applicable to the Transaction and is subject to Board
of Directors' and shareholders' approval. Paragraphs 5.d., 6, and 7 shall be
binding obligations of each party during the term of this Letter, and
Paragraph 5.d. shall survive the termination of this Letter. The parties
agree that this Letter does not (other than with respect to Paragraphs 5.d.,
6, and 7) create any binding obligation on either party, but merely expresses
the intent of both STREAMEDIA and eSYNCH to proceed with the negotiation and
preparation of definitive agreements reflecting these transactions. Subject
to the conditions herein, and upon signing the Transaction Agreement, the
terms and provisions of such agreement shall supersede this Letter.



AND eSYNCH SIGNS the present Letter this 07 day of December 2000.

eSYNCH, by:

  /s/ Thomas Hemingway
------------------------------------------
Thomas Hemingway, Chief Executive Officer
For:  eSynch Corp.

The present Letter is agreed to by STREAMEDIA, this 07 day of December, 2000.

STREAMEDIA, by:


  /s/ Henry Siegel
------------------------------------------
Henry Siegel, President and CEO
For:  Streamedia Communications, Inc.



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