Exhibit 4.16

                           CONVERTIBLE PROMISSORY NOTE


$150,000.00
Houston, Texas                                                      June 5, 2001


FOR VALUE RECEIVED, iExalt, Inc., a Nevada Corporation (Maker), promises to pay
to Don Ballard, 13902 Barryknoll, Houston, Texas 77079 (Holder) the principal
sum of One Hundred Fifty Thousand Dollars ($150,000.00) with interest from date
at the rate of 33,750 restricted shares to be issued, per month, plus 100,000
restricted shares if total amount of Promissory Note is delivered to iExalt,
Inc. prior to June 30, 2001. In addition to the above, Holder has the right to
convert all of the Principal and accrued interest to restricted common stock at
the rate of sixty-five percent (65%) of the closing price of the common stock
traded on the date of this Note. The total shares to be issued in full
satisfaction of this Promissory Note, may not exceed 1,500,000 shares. Principal
is payable in lawful money of the United States of America at 12000 Aerospace
Avenue, Suite 375, Houston, Texas 77034, or at such place as may later be
designated by written notice from the Holder to the Maker hereof, on the date
and in the manner following:

         All principal and accrued interest is due on or before six (6) months
         from the date of this note, or December 31, 2001.

         This Note is unsecured.

         Both parties understand that the amount or value above may exceed the
         maximum interest allowed by law, under the statutes of the state of
         Texas, and acknowledge that the terms are reasonable given the nature
         of the loan.

                                            iExalt, Inc.
                                            a Nevada corporation



                                            By: /s/Chris L. Sisk
                                                Chris L. Sisk
                                                Its Chief Financial Officer

Amount: $ 150,000 Received on: 2nd day of July, 2001


                                       36