SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [_]

CHECK THE APPROPRIATE BOX:

[_] PRELIMINARY PROXY STATEMENT
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] DEFINITIVE PROXY STATEMENT
[_] DEFINITIVE ADDITIONAL MATERIALS
[_] SOLICITING MATERIAL UNDERSS. 240.14A-12

IEXALT, INC.
------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X] NO FEE REQUIRED.

[_] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.

(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:

------------------------------------------------------

(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:

------------------------------------------------------

(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT TO
EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS
CALCULATED AND STATE HOW IT WAS DETERMINED):

------------------------------------------------------

(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:

------------------------------------------------------

(5) TOTAL FEE PAID:

------------------------------------------------------

[_] FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.

[_] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

(1) AMOUNT PREVIOUSLY PAID:

------------------------------------------------------

(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:

------------------------------------------------------

(3) FILING PARTY:

------------------------------------------------------

(4) DATE FILED:

------------------------------------------------------

IEXALT, INC.

---------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 22, 2002

---------------

To Our Stockholders:

You are invited to attend our annual meeting of stockholders to be held at
our offices located at 12000 Aerospace Ave., Suite 375, Houston, Texas, 77034,
on March 22, 2002, at 8:00 a.m., Central Standard Time. The purpose of the
meeting is to vote on the following proposals:

PROPOSAL 1. To elect seven directors to serve for a one-year term and
until their successors are elected and qualified.

PROPOSAL 2. To approve the increase of the number of authorized common
shares, par value of five cents ($0.05), to 100,000,000
shares.

PROPOSAL 3. To amend the 1998 Stock Option Plan so that the maximum
total of stock option grants available to be issued from the
plan will equal five percent (5%) of the authorized common
shares.

PROPOSAL 4. To amend the Directors' Stock Option Plan so that the
maximum total of stock option grants available to be issued
from the plan will equal one percent (1%) of the authorized
common shares and so that stock option grants for each
Director totals 5,000 shares annually.

PROPOSAL 5. To ratify the selection of Harper & Pearson Company as
independent auditors for the fiscal year ending August 31,
2002.

PROPOSAL 6. To transact such other business as may properly come before
the annual meeting or any adjournments thereof.

The record date for the annual meeting is February 5, 2002. The Company
declared a 50:1 reverse stock split and mandatory certificate exchange,
effective as of December 28, 2001. Only stockholders of record who have tendered
their certificates for exchange as of February 5, 2002 are entitled to notice of
and to vote at the annual meeting.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE, DATE, SIGN
AND RETURN THE ACCOMPANYING PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING. IF YOU PLAN TO ATTEND THE ANNUAL MEETING TO VOTE IN PERSON AND YOUR
SHARES ARE REGISTERED WITH OUR TRANSFER AGENT (ATLAS STOCK TRANSFER CORPORATION)
IN THE NAME OF A BROKER OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER OR BANK
ASSIGNING VOTING RIGHTS TO YOU FOR YOUR SHARES.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Donald W. Sapaugh
Donald W. Sapaugh
Chairman/Chief Executive Officer

February 18, 2002
Houston, Texas

PROXY STATEMENT

----------------

ANNUAL MEETING OF STOCKHOLDERS
MARCH 22, 2002

IEXALT, INC.
12000 AEROSPACE AVE.
SUITE 375
HOUSTON, TEXAS 77034

The board of directors is soliciting proxies to be used at the 2002 annual
meeting of stockholders to be held at our offices located at 12000 Aerospace
Ave., Suite 375, Houston, Texas, 77034, on March 22, 2002, at 8:00 a.m., Central
Standard Time. This proxy statement, accompanying proxy, and annual report to
stockholders for the fiscal year ended August 31, 2001, are first being mailed
to stockholders on or about February 18, 2002. Although the annual report is
being mailed to stockholders with this proxy statement, it does not constitute
part of this proxy statement except to the extent that any part thereof is
incorporated by reference in this proxy statement.

WHO CAN VOTE

The Company declared a 50:1 reverse stock split and mandatory certificate
exchange as of December 28, 2001. Only stockholders of record as of the close of
business on February 5, 2002, who have tendered their certificates for exchange
as of February 5, 2002, are entitled to notice of and to vote at the annual
meeting. Even though, as of February 5, 2002, we had outstanding 1,407,225
shares of common stock (after adjusting for the fifty to one (50:1) reverse
stock split) there were only 904,207 shares of the post reverse split common
stock that had been physically issued to record holders pursuant to the
mandatory exchange. Common stock that has been issued in the mandatory exchange
is the only outstanding class of stock entitled to vote. Each stockholder of
record on the record date is entitled to one vote for each share of common stock
held.

In accordance with our amended and restated bylaws, a list of stockholders
entitled to vote at the annual meeting will be available at the annual meeting
and for 10 days prior to the annual meeting, between the hours of 9:00 a.m. and
4:00 p.m. local time, at our principal executive offices listed above.

HOW YOU CAN VOTE

Shares of common stock cannot be voted at the annual meeting unless the
holder of record is present in person or by proxy. All stockholders are urged to
complete, sign, date and

promptly return the proxy after reviewing the information contained in this
proxy statement. Valid proxies will be voted at the annual meeting and at any
postponements or adjournments thereof as you direct in the proxy. If no
direction is given and the proxy is validly executed, the proxy will be voted
FOR the election of the nominees for the Board of Directors set forth in this
proxy statement, FOR the increase in authorized common shares set forth in this
proxy statement, FOR the amendment to the 1998 Stock Option Plan set forth in
this proxy statement, FOR the amendment to the Directors' Stock Option Plan set
forth in this proxy statement, and FOR the ratification of the selection of
Harper & Pearson Company as independent auditors for the fiscal year ending
August 31, 2002 set forth in this proxy statement. The persons authorized under
the proxies will vote upon such other business as may properly come before the
annual meeting in accordance with their best judgment.

REVOCATION OF PROXIES

You may revoke your proxy at any time prior to the start of the annual
meeting in three ways:

(1) by delivering a written notice of revocation to our corporate
Secretary, 12000 Aerospace Ave., Suite 375, Houston, Texas 77034;

(2) by submitting a duly executed proxy bearing a later date; or

(3) by attending the annual meeting and expressing the desire to vote
your shares in person.

Voting by proxy will in no way limit your right to vote at the annual
meeting if you later decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, to be able to vote in person at the annual meeting. If
no direction is given and the proxy is validly executed, the shares represented
by the proxy will be voted as recommended by the board of directors. The persons
authorized under the proxies will vote upon any other business that may properly
come before the annual meeting according to their best judgment to the same
extent as the person delivering the proxy would be entitled to vote. We do not
anticipate that any other matters will be raised at the annual meeting.

REQUIRED VOTE

The presence, in person or represented by proxy, of the holders of a
majority of the common shares entitled to vote at the annual meeting is
necessary to constitute a quorum at the annual meeting. However, if a quorum is
not present at the annual meeting, the stockholders, present in person or
represented by proxy, have the power to adjourn the annual meeting until a
quorum is present or represented. Abstentions and broker "non-votes" are counted
as present and entitled to vote for purposes of determining a quorum at the
annual meeting. A broker "non-vote" occurs when a nominee holding common shares
for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.

The affirmative vote of the holders of a majority of the common shares
present in person or represented by proxy at the annual meeting is required to
elect directors. All of the nominees for director served as our directors during
all or part of 2001. Abstentions and broker non-votes are not counted for
purposes of the election of directors but have the effect of a vote against the
nominee since they are counted as part of the quorum.

The affirmative vote of a majority of the common shares entitled to vote
at the annual meeting is required to increase the number of authorized common
shares. Abstentions and broker non-votes are not counted for purposes increasing
the number of authorized common shares but have the effect of a vote against the
increase since they are counted in the computation of the number of common
shares entitled to vote at the meeting.

The affirmative vote of the holders of a majority of the common shares
present in person or represented by proxy at the annual meeting is required to
amend the 1998 Stock Option Plan. Abstentions and broker non-votes are not
counted for purposes of revising the Employee Stock Option Plan but have the
effect of a vote against the proposed amendment since they are counted as part
of the quorum.

The affirmative vote of the holders of a majority of the common shares
present in person or represented by proxy at the annual meeting is required to
amend the Directors' Stock Option Plan. Abstentions and broker non-votes are not
counted for purposes of revising the Employee Stock Option Plan but have the
effect of a vote against the proposed amendment since they are counted as part
of the quorum.

The affirmative vote of the holders of a majority of the common shares
present in person or represented by proxy at the annual meeting is required to
approve the selection of auditors. Abstentions and broker non-votes are not
counted for the approval of auditors but have the effect of a vote against the
selection of auditors since they are counted as part of the quorum.

PROXY EXPENSES

The expense of preparing, printing and mailing proxy materials to our
stockholders will be borne by us. In addition to the solicitation of proxies by
use of the mail, proxies may be solicited personally or by telephone or
facsimile by directors, officers and regularly engaged employees, none of whom
will receive additional compensation therefor.

In accordance with SEC regulations, we will reimburse brokerage houses,
nominees and other similar record holders for their expenses incurred in sending
proxies and proxy materials and soliciting proxies from the beneficial owners of
our common shares.

PROPOSAL ONE
ELECTION OF DIRECTORS

Our amended bylaws provide that the board of directors will consist of not
less than three nor more than nine directors, as determined from time to time by
resolution of the board. The

board of directors has set the number of directors at seven, all of whom are to
be elected at the annual meeting. Each director will serve until the next annual
meeting and until his successor has been elected and qualified or until the
director's earlier death, resignation or removal. Each nominee has consented to
being named in this proxy statement and to serve if elected.

We have no reason to believe that any of the nominees will not serve if
elected, but if any of them should become unavailable to serve as a director,
and if the board of directors designates a substitute nominee, the persons named
in the accompanying proxy will vote for the substitute nominee designated by the
board of directors, unless a contrary instruction is given in the proxy.

Each stockholder of record is entitled to cast one vote for each share of
common stock held on February 5, 2002, which has been exchanged for a share
represented by a new certificate pursuant to the 50:1 reverse split and
mandatory certificate exchange effective as of December 28, 2001. The majority
vote of the shares represented in person or by proxy at the annual meeting is
required to elect each director. Votes may be cast in favor or withheld. Votes
that are withheld will be excluded entirely from the vote and will have no
effect. Votes that are withheld for a particular nominee will be excluded from
the vote for that nominee only.

NOMINEES

The persons nominated to be directors are listed below. All of the
nominees listed below are currently directors.

During fiscal year 2001, the board of directors held seven regular or
special meetings and completed seven unanimous written consents in lieu of
meetings. No director attended less than 75% of the meetings held by the board
of directors and the committees on which he served after becoming a director.

The following information as of January 31, 2002, is submitted concerning
the nominees named for election as directors:

NAME AGE POSITION WITH IEXALT
------ ----- ----------------------

Donald W. Sapaugh 42 Chairman, Chief Executive Officer, President
Hunter M. A. Carr 53 Director
Victoria R. A. Carr 46 Director
Morris H. Chapman 60 Director, Chairman of Compensation Committee
Dane B. West 46 Director, Chairman of Audit Committee
Raymond Corson 56 Director
James A. Ryffel 42 Director

DONALD W. SAPAUGH has served as Director and President since August 30,
1999. He became Chairman and Chief Executive Officer on September 13, 2000. Mr.
Sapaugh served as the President and Chief Executive Officer of PremierCare,
L.L.C. from 1996 to November 2001. PremierCare provides health care services to
senior citizens and was acquired by the Company in July, 2000 and was
subsequently sold in November 2001. Mr. Sapaugh served as

the President and Chief Executive Officer of Rapha Treatment Centers
("Rapha") for ten years until the company was sold in 1996. During this
period, Mr. Sapaugh created numerous organizations that provided ministry and
services to tens of thousands of churches, non-profit ministries, Christian
artists, denominations and key individuals. After leaving Rapha, Mr. Sapaugh
co-founded OnePlace, LLC, a Christian Internet company that is now owned by
Salem Communications. In addition to his other duties, Mr. Sapaugh also
serves as the President of the International Christian Internet Association.
Mr. Sapaugh serves on many Christian ministry boards, has authored three
books and is a frequent speaker.

HUNTER M. A. CARR served as Vice-Chairman of the board from August 30,
1999 until November 15, 1999. He returned to the Board as a Director on May 11,
2000. He founded the ITIS, Inc., formerly Internet Law Library, Inc., a public
company, for which he has served as Chairman and CEO since July 1, 1999. Prior
to that he served for over five years as the owner and Chief Executive officer
of IT/IS, Inc., an automated litigation support company. Hunter M. A. Carr and
Victoria R. A. Carr are married.

VICTORIA R. A. CARR has served as a Director of the Company since November
15, 1999. She has been engaged within the business of antiques for several years
and is an owner of an antique retail establishment.

MORRIS H. CHAPMAN has served as a Director since August 30, 1999. Dr.
Chapman became President and Chief Executive Officer of the Executive Committee
of the Southern Baptist Convention, on October 1, 1992. He continues to serve in
that position. He served as SBC president from 1990 to 1992 and has been
president of the SBC Pastors' Conference (1986). He was a pastor for 25 years.
Dr. Chapman is the Chairman of the non-profit International Christian Internet
Association, Houston, Texas; a member of the Advisory Board of Directors, First
American National Bank, Nashville, Tennessee; a member of the National Church
Advisory Council, American Bible Society, New York, New York; and on the
Executive Committee, Baptist World Alliance, McLean, Virginia. Dr. Chapman is a
graduate of Mississippi College, Clinton, Mississippi. He has earned the Master
of Divinity and Doctor of Ministry degrees and has also been awarded two
honorary doctorate degrees. He is an author and has traveled and spoken
extensively in the United States and overseas.

DANE B. WEST has served as a Director since April 24, 2001. Mr. West is a
co-founder of Crosswalk.com, a publicly traded Internet company serving the
Christian market. Mr. West served as President of the Company from 1993 to 1998,
which included the period during which the Company completed all of its early
stage funding and its initial offering of securities to the public. Mr. West
built and managed the sales organization, created new revenue models, and
developed strategic relationships with ministry organizations and businesses
that furthered the business and ministry objectives of the Crosswalk. Mr. West
is an ordained minister with more than 15 years of ministry experience. His
ministry background had a particular focus on families that included counseling,
teaching, resource development, and church-wide family event planning. Mr. West
also served as the Administrative Director to the Chaplain on the ATP men's
professional tennis tour, in which he developed training materials and supported
the ministry of the Chaplain. Prior to co-founding Crosswalk, Mr. West completed
doctoral studies in

educational administration at the University of Virginia. He also holds a M.A.
in Christian Education and a B.S. in Biblical Studies.

RAYMOND CORSON has served as a Director since August 13, 2001. Mr. Corson
is a Board member and Senior Partner for Telecommunications, Internet
Applications, and Electronic Commerce, Managing Director of Sunrise Valley
Partners, an incubator for small start-ups, Board member of SoftCard Systems,
Inc., a smart card technology firm, and Board member of NameTree, Inc., an
Internet infrastructure company focused on DNS management and outsourcing. Mr.
Corson was a key contributor in the strategy and execution of the highly
successful initial public offering of Network Solutions. Mr. Corson has domestic
and international experience working and consulting with firms such as
Mitsubishi, Telefonica, Repsol-YPF, Iberdrola, and Unisys.

JAMES A. RYFFEL has served as a Director since August 13, 2001. Mr. Ryffel
is a founder and Chairman of the Board of Directors of Hispanic Television
Network, Inc., the third largest and fastest growing Spanish-language television
broadcaster in the United States. Under his leadership Hispanic Television
Network has achieved growth and disciplined strategic plan necessary to allow
HTVN's stellar management team to build the HTVN into a formidable broadcast and
cable option in the coming years. Mr. Ryffel is the President and founding
Partner of Woodcrest Capital, LLC, a Texas diversified venture finance firm that
participates in strategic financing for the Media, entertainment, technology,
software, healthcare, ranching, and real estate industries. He was a founding
investor and former Director of Flashnet Communications, Inc., one of the
largest Internet Service Providers in North America which was sold to Prodigy.
Mr. Ryffel is a Director of Worth National Bank and a member of the Board of
Trustees for Texas Christian University. Mr. Ryffel holds a B.B.A. Degree,
M.B.A. Degree, and Ranch Management Degree from Texas Christian University.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF DIRECTORS AS SET FORTH IN PROPOSAL ONE.

COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors has an Executive Committee, a Compensation
Committee, and an Audit Committee but not a Nominating Committee.

EXECUTIVE COMMITTEE

FUNCTIONS: Serves in the event the board of directors must
take action at a time when convening a meeting of
the entire board of directors is not feasible. May
exercise all of the authority of the board of
directors in the business and affairs of iEXALT
with certain limited exceptions.

MEMBERS: Donald W. Sapaugh, Hunter M. Carr, and Morris H.
Chapman

NUMBER OF MEETINGS IN 2001: No formal regular or special
meetings; two unanimous written consents in lieu
of meeting.

COMPENSATION COMMITTEE

FUNCTIONS: Reviews annual salaries and bonuses and determines
the recipients of, and the time of granting of,
stock options. Determines the exercise price of
each stock option and the number of shares to be
issued upon the exercise of each stock option.

MEMBERS: Morris H. Chapman, Hunter M. Carr, and Donald W.
Sapaugh

NUMBER OF MEETINGS IN 2001: No formal regular or special meetings.

AUDIT COMMITTEE

FUNCTIONS: Reviews proposals from our independent auditors
regarding annual audits. Recommends the engagement
or discharge of the auditors. Reviews
recommendations of the auditors concerning
accounting principles and the adequacy of internal
controls and accounting procedures and practices.
Reviews the scope of the annual audits. Approves
or disapproves each professional service or type
of service other than standard auditing services
to be provided by the auditors. Reviews and
discusses the unaudited quarterly and audited
annual financial statements with the auditors.

MEMBERS: Dane B. West, Raymond Corson, Morris H. Chapman,
and Victoria R. A. Carr

NUMBER OF MEETINGS IN 2001: One formal regular meeting.

DIRECTOR COMPENSATION

Directors receive $1,000 for attendance at meetings of the Board of
Directors and $500 for telephonic participation, plus reimbursement for
reasonable business expenses. In addition, the Directors received 1,500 shares
of the Company's common stock and were granted stock options totaling 1,000
each. The options are fully vested and have a term of three years. Directors
that served on the Executive Committee were granted 5,000 stock options with a
term of three years and an exercise price equal to 110% of the lowest reported
closing price within the three days prior to the date of grant.

EXECUTIVE OFFICERS

NAME AGE TITLE
- ---- --- -----

Donald W. Sapaugh 42 Chairman, Chief Executive Officer, President
Russell Ivy 35 Executive Vice President, Chief Operating Officer
Chris L. Sisk 45 Executive Vice President, Chief Financial Officer

DONALD W. SAPAUGH -- Set forth under "Proposal One--Election of
Directors."

RUSSELL IVY has served as Executive Vice President and Chief Operating
Officer since March 1, 2001. Mr. Ivy provides technical and operational talents
developed over his 19 years of experience in the financial services and
consulting marketplace. He has been involved in the design, startup, operations,
and implementation of numerous corporations ranging from small financial
services corporations to multi-million dollar publicly traded corporations. Mr.
Ivy's last seven years have been focused on providing financial and operational
consulting services to both private and public companies that have varied in
scope from preparing business plans to providing full merger/acquisition and
implementation assistance. Mr. Ivy holds a degree from Texas Tech University in
International Economics.

CHRIS L. SISK has served as Executive Vice President and Chief Financial
Officer since December 1, 2000. Mr. Sisk brings more than 25 years of experience
in corporate finance, accounting, systems, and administration to iExalt. He was
most recently vice president-finance and chief financial officer of Quintana
Petroleum Corporation, where he held management positions in accounting and
finance for the past 20 years. Mr. Sisk was a Founder, Vice President, and Chief
Financial Officer of a startup Internet company that provided technical and
management consulting to a number of clients from small private entities to
large multi-billion dollar companies. He has been involved in the analysis,
design, development, and implementation of many systems related efforts. Mr.
Sisk holds a M.S.M. degree in management, computing, and systems from Houston
Baptist University and a B.B.A. from the University of Houston.

COMPENSATION OF EXECUTIVE OFFICERS

The following table summarizes the compensation we paid to the chief
executive officer and the most highly compensated executive officers other than
the CEO who were serving as executive officers at the end of the last completed
fiscal year.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------------- -----------------------------
SECURITIES ALL
NAME AND FISCAL OTHER ANNUAL UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ------------------ -------- ----------- ----------- -------------- ------------- --------------

Donald W. Sapaugh (*) 2001 204,000 -- - - --
Chairman and Chief 2000 54,000 -- - - --
Executive Officer 1999 2,000 -- - - --

Russell Ivy 2001 65,000 45,806 - - --
Exec Vice President/ 2000 -- -- - - --
Chief Operating Officer 1999 -- -- - - --

Chris L. Sisk 2001 86,667 47,141 - - --
Exec Vice President/ 2000 -- -- - - --
Chief Financial Officer 1999 -- -- - - --

(*) The company's subsidiary PremierCare, LLC funded salary during fiscal
year 2001 and 2000 of $180,000 and $30,000, respectively.

The bonus payment provided to Mr. Russell Ivy was in the form of 8,894
unregistered shares of the Company's common stock valued with the discounted
market price on July 20, 2001. The bonus payment provided to Mr. Chris L. Sisk
was in the form of 6,894 shares of the Company's unregistered common stock
valued with the discounted market price on July 20, 2001 and 2,000 shares of the
Company's unregistered common stock valued at $11,635 for specific services
provided.

OPTION GRANTS

The Company did not grant compensation in the form of stock options to the
chief executive officer or the other executive officers listed within the
Summary Compensation Table during fiscal year 2001. The Company has no
outstanding unexercised stock options granted for compensation to any executive
officer. The chief executive officer and the other executive officers listed
in the Summary Compensation Table did not exercise any stock options during the
last fiscal year. The Company did not provide compensation awards under any
long-term incentive plan in fiscal year 2001.

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Security Exchange Act of 1934,
the following report of the Audit Committee shall not be deemed to be soliciting
material or incorporated by reference into any such filings and shall not
otherwise be deemed filed under such acts.

With respect to fiscal 2001, the Audit Committee has reviewed and
discussed the audited financial statements with management and the independent
auditors. The Audit Committee has discussed with the independent auditors the
matters required to be discussed by SAS 61. The Audit Committee received the
written disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, and has discussed with the
independent auditors the auditor's independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the financial statements be included
in the Annual Report on Form 10-KSB for the fiscal year ended August 31, 2001
for filing with the Securities and Exchange Commission.

The directors who served on the committee at the conclusion of the fiscal
year ended August 31, 2001, are "Independent" for purposes of Sections 303.01
(B)(2)(a) and (3) of the New York Stock Exchange's listing standards. That is,
the Board of Directors has determined that no member of the committee has a
relationship to the Company that may interfere with our independence from the
Company and its management.

During fiscal 2001, the Board of Directors adopted the written Audit
Committee Charter, as presented in Appendix A.

Respectfully submitted,

Dane B. West, Chairman
Raymond Corson
Morris H. Chapman
Victoria R. A. Carr

CERTAIN TRANSACTIONS

On February 4, 1999, the Company acquired intellectual property relating
to the concept, design and market for an online reference library from Morris
Chapman, a director, for 15,000 shares of common stock.

On May 31, 1999, iExalt Inc., a Texas corporation (iExalt-Texas) acquired
the assets and customers of a Houston, Texas ISP owned by AgroSource, Inc. and
Hunter Community Interests, Ltd. for 60,000 shares of common stock from a
Director, Hunter Carr, and iExalt-Texas'

Chairman, Jack Tompkins. As part of this acquisition, iExalt-Texas assumed a
non-interest bearing note to Jack Tompkins for $350,000 that becomes payable on
demand at such time that iExalt - Texas', net assets are equal to or exceed
$5,000,000. Mr. Tompkins resigned his position effective September 13, 2000.

On June 29, 1999, the Chairman of the Company, Jack Tompkins, purchased
45,000 shares of iExalt-Texas' common stock for cash of $500,000 and agreed to
furnish executive services to the company for twelve months. The services of the
Chief Operating Officer were provided under this agreement. In accordance with
generally accepted accounting principles, the Company recorded a non-cash
expense for the estimated value of $10,000 per month. Mr. Tompkins resigned his
position effective September 13, 2000.

On July 11, 2000, the Company acquired all of the member interests in
PremierCare LLC, a limited liability company engaged in the delivery of
healthcare counseling services for senior citizens at hospitals. The former
beneficial owners of PremierCare LLC received 10,800 shares of iExalt common
stock at closing and 18,000 additional shares to resolve outstanding issues
during August, 2001. Donald Sapaugh, a Director and President of the Company, is
also the President and Chief Executive Officer of PremierCare and was a 22.8 %
indirect owner of PremierCare. Mr. Sapaugh abstained from the discussions and
approval of the transaction by the Company's Board of Directors. Effective
November 30, 2001, we sold all of the assets of PremierCare LLC.

All the outstanding stock of CleanWeb, Inc. ("Clean Web"), a national
filtered ISP with approximately 6,000 users, was acquired on October 24, 2000,
for 46,260 shares of the Company's common stock. The Company combined the
operations of CleanWeb and its filtered ISP. Ted Parker was the owner of
CleanWeb, Inc. and as a result of the CleanWeb acquisition became an owner of
more than 5% of the Company's common stock, at the time of the transaction.
Effective May 31, 2001, we sold all of the assets of CleanWeb, Inc.

On dates ranging from January 11, 2000, to February 3, 2000, the Company
granted options to purchase 9,000 shares (after giving effect to the 50:1
reverse split effective December 28, 2001) at $90.00 per share to J. Tompkins,
the Chief Executive Officer, in connection with no-interest loans he made or
bank loans that he guaranteed for the Company. These options vested immediately.
The Company treated the implied value paid for these options ($92,000) when he
lent money to the Company, as interest expense and therefore these options were
not considered to be compensation. Mr. Tompkins resigned his position effective
September 13, 2000.

On February 23, 2001, the Company agreed to a $6,000,000 capital
investment by Woodcrest Capital II Limited Partnership of which James A. Ryffel
is a principal. The initial funding was agreed to total $1,000,000 and the
nature of which was monthly advances of $100,000 that would be repaid within six
months from date of issue with interest at 11% in either cash or shares of the
Company's common stock. As additional consideration, the Company issued warrants
totaling 216,250 shares at an exercise price of $8.00 related to the first
$1,000,000 lent. The warrants are vested and have a five-year term. As of May
31, 2001, the Company had received $500,000 in cash advances from Woodcrest
Capital II Limited

Partnership. The remaining installments of the initial funding have not been
forwarded and the Company continues to work with Woodcrest to obtain the agreed
funding balance of the initial $1,000,000. Due to current economic conditions,
the remaining installments may not be funded. The Company provided 120,014
restricted shares of common stock to Woodcrest in repayment of the advances
totaling $500,000 with interest. Mr. Ryffel agreed to join the Company's Board
of Directors effective August 13, 2001.

On March 1, 2001, the Company entered into a consulting agreement with The
West Group whose President is Dane West. The services include consulting to the
Company's chief executive officer in areas including planning, merger,
acquisition, restructuring, cost reductions, and management growth. Mr. West's
compensation includes a monthly cash retainer of $3,500, a bonus of $7,000 for
prior services provided by Mr. West to the Company and 4,500 common stock
options that vest quarterly over the three-year term of the agreement. Mr. West
agreed to join the Company's Board of Directors effective April 24, 2001.

On April 24, 2001, the Company granted options to purchase shares at
$10.00 per share in connection with no-interest loans or amounts that were
guaranteed for the Company. These options vested at the grant date. Options were
granted to Donald W. Sapaugh of 10,000 shares, Morris Chapman of 2,000 shares,
Hunter M. A. Carr of 3,000 shares, and Victoria Carr of 1,000.

The Company maintains an office space lease from a company controlled by
Hunter M.A. Carr, a director of the Company. Management believes that the rent
paid by the Company is consistent with market rates for similar office space.
The Company moved from this facility in January 2001.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of our common stock as of November 1, 2001, presented with
the effect of the fifty to one (50:1) reverse stock split effective December 28,
2001, by (1) each person (group) to the knowledge of the Company that may be
deemed to be beneficial owners of more than 5% of our outstanding common stock,
(2) each current director, (3) each current named executive officer, and (4) all
current directors and current named executive officers as a group. Except as
otherwise noted, the address for each owner is in care of iExalt, Inc., 12000
Aerospace Ave., Suite 375, Houston, Texas 77034. Certain of the shares listed
below are deemed to be owned beneficially by more than one stockholder under SEC
rules.

SHARES PERCENT
BENEFICIALLY OF
OWNED (1) CLASS
--------------- ---------

DIRECTORS AND EXECUTIVE OFFICERS
---------------------------------
Donald W. Sapaugh 75,253 4.7%
Hunter M. A. Carr 113,115 7.1%
Victoria R. A. Carr (3) 113,115 7.1%
Morris H. Chapman (4) 71,674 4.5%
Dane B. West 3,250 (2)
Raymond Corson 2,500 (2)
James A. Ryffel 3,740 (2)
Russell Ivy 8,974 (2)
Chris L. Sisk 8,974 (2)

Directors and Executive Officers as a Group (9 persons)(5) 287,480 18.0%

5% BENEFICIAL OWNERS
---------------------
Woodcrest Capital II Limited Partnership
313 S. University Drive
Suite 600
Fort Worth, TX 76109 276,264 17.3%

Tempus Fund, LLC
2550 One Riverway
Houston, TX 77056 104,448 6.5%

Travin Partners, LLLP
5433 Westheimer
Suite 500
Houston, TX 77056 110,714 6.9%

Jack I. Tompkins (6)
711 Louisiana
Suite 1740
Houston, TX 77002 92,750 5.8%

(1) Includes both outstanding shares of Common Stock and shares of Common
Stock such person has the right to acquire within 60 days after November
1, 2001 by exercise of outstanding stock options or warrants. Shares
subject to exercisable stock options or warrants include 10,000 for Mr.
Sapaugh; 11,000 for Mr. Carr; 8,000 for Mr. Chapman; 1,750 for Mr. West;
1,000 for Mr. Corson; and 1,000 for Mr. Ryffel; 156,250 for Woodcrest
Capital; 10,000 for Tempus Fund; 10,000 for Travin Partners, LLLP; and
9,000 for Mr. Tompkins.

(2) Less than 1%.

(3) Includes 113,115 shares owned by Mr. Carr, the spouse of Ms. Carr, as to
which Ms. Carr disclaims beneficial ownership.

(4) Includes 27,000 shares owned by Sarah F. Chapman, the spouse of Mr.
Chapman, as to which Mr. Chapman disclaims beneficial ownership.

(5) Excludes 113,115 shares owned by Mr. Carr, the spouse of Ms. Carr, as to
which Ms. Carr disclaims beneficial ownership.

(6) As reported on Form 4 filed in October, 2000.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own beneficially
more than ten percent (10%) of any class of equity security to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Copies of all filed reports are required to be furnished to the Company pursuant
to Section 16(a). Based solely on the reports received by the Company and any
written representations from reporting persons, the Company believes that the
directors, executive officers, and greater than ten percent (10%) beneficial
owners were current with applicable filings required during the fiscal year
ended August 31, 2001.

PROPOSAL TWO
APPROVAL TO INCREASE AUTHORIZED COMMON SHARES

The stockholders are asked to approve an amendment to the Company's
Articles of Incorporation to increase of the number of authorized common shares,
par value of five cents ($0.05) to 100,000,000 shares.

The proposed amendment will provide authorized and unissued shares of the
Company's common stock for issuance in connection with conversion of outstanding
options and warrants, sale of equity securities, employee benefit plans,
acquisitions and other general corporate purposes. The availability of
authorized and unissued shares could also be used in connection with the defense
of an unsolicited attempt to acquire control of the Company through the private
placement of additional shares with selected stockholders or in connection with
a stockholder rights plan. The existence of a significant number of authorized
and unissued shares of common stock could discourage a potential purchaser from
making an unsolicited offer to purchase control of the Company.

Adoption of Proposal Two requires approval by the holders of a majority of
the common shares entitled to vote at the annual meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED COMMON SHARES, PAR VALUE OF FIVE CENTS ($0.05) TO 100,000,000
SHARES.

PROPOSAL THREE
AMENDMENT TO THE 1998 STOCK OPTION PLAN

iExalt maintains a 1998 Stock Option Plan (the "Employees' Plan") under
which it may grant options, stock appreciation rights, restricted stock grants,
and/or performance stock grants covering an aggregate of up to 20,000 shares
(after giving effect to the 50:1 reverse split effective December 28, 2001) of
common stock to employees and consultants of iExalt. The recipients, number,
type, price, duration and other terms of options, stock appreciation rights or
grants under the Employees' Plan are determined by the Compensation Committee of
the Board of Directors. As of the date of these Proxy Materials, the following
benefits were outstanding under the Employees' Plan:

NAME OR GROUP UNITS AND TYPE EXERCISE PRICE
--------------- ----------------- ----------------
Donald W. Sapaugh -0- -
Russell Ivy -0- -
Chris L. Sisk -0- -

All Executive Officers as a Group -0- -

Non-executive Directors as a Group -0- -

Non-executive Employees as a Group 14,010 Options $90/share

The Employees' Plan may be amended by our Board of Directors but any
amendment that requires stockholder approval for the Employees' Plan to qualify
under Rule 16b-3 under the Securities Exchange Act of 1934, or to qualify as an
"Incentive Stock Option" plan under the Internal Revenue Code of 1986, as
amended, must be authorized by our stockholders if it would (a) increase the
number of shares of common stock subject to the Employees' Plan; (b) change the
eligibility requirements under the Employees' Plan; or (c) increase the benefits
to participants under the Employees' Plan.

The stockholders are asked to approve the amendment to the Employees' Plan
so that the maximum total of stock option grants available to be issued from the
plan will equal five percent (5%) of the authorized common shares.

Adoption of Proposal Three requires approval of the holders of a majority
of the common shares present in person or represented by proxy at the annual
meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE AMENDMENT TO THE EMPLOYEES' PLAN.

PROPOSAL FOUR
AMENDMENT OF THE DIRECTORS' STOCK OPTION PLAN

The Company maintains a Directors' Stock Option (the "Directors' Plan")
under which options to purchase an aggregate of up to 16,000 shares (after
giving effect to the 50:1 reverse split effective December 28, 2001) of common
stock are granted to persons from time to time serving on the Board of Directors
of the Company. Under the Directors' Plan, each director receives an option to
purchase 500 post-split shares of common stock. In addition, directors serving
on a committee of the Board of Directors receive an option to purchase 40
post-split shares for each committee on which he or she serves and an option to
purchase 60 post-split shares for serving on the Executive Committee of the
Board of Directors. All options are granted as of September 1 of each year, are
exercisable at the last trade price of the common stock on the day before the
grant, and have a term of five years from the date of grant. The terms of the
Directors' Plan may not be amended without stockholder consent to (a) increase
the number of shares subject to the Directors' Plan; (b) increase the benefits
accruing to directors under the Directors' Plan: or (c) change the
qualifications for participation in the Directors' Plan.

As of the date of this Proxy Statement, there are no outstanding options
under the Directors' Plan.

The stockholders are asked to approve an amendment to the Directors' Plan
so that the maximum total of stock option grants available to be issued from the
plan will equal one percent (1%) of the authorized common shares and so that
stock option grants for each Director totals 5,000 shares annually.

Adoption of Proposal Four requires approval of the holders of a majority
of the common shares present in person or represented by proxy at the annual
meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE PROPOSED AMENDMENT TO THE DIRECTORS' PLAN.

PROPOSAL FIVE
RATIFICATION OF SELECTION OF ACCOUNTANTS

The stockholders are asked to ratify the appointment by the board of
directors of Harper & Pearson Company as independent auditors for the fiscal
year ending August 31, 2002. The selection was based upon the recommendation of
our board of directors.

FEES AND INDEPENDENCE

During fiscal 2001, the Company paid the following fees to Harper &
Pearson Company:

AUDIT FEES: $131,463

FINANCIAL INFORMATION SYSTEMS
DESIGN AND IMPLEMENTATION
FEES: -0-

ALL OTHER FEES: 2,299

The Audit Committee of the Board of Directors has determined that the provision
of services relating to financial information systems design and implementation
and other non-audit services is compatible with maintaining the independence of
Harper & Pearson Company.

Representatives of Harper & Pearson Company will be available by
teleconference at the annual meeting to respond to appropriate questions from
stockholders and to make a statement if they desire.

Adoption of Proposal Five requires approval of the holders of a majority
of the common shares present in person or represented by proxy at the annual
meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF HARPER & PEARSON COMPANY AS INDEPENDENT
AUDITORS FOR THE YEAR ENDED AUGUST 31, 2002.

STOCKHOLDER PROPOSALS

To be included in the proxy statement, any proposals of holders of our
common stock intended to be presented at the next annual meeting of stockholders
must be received by us, addressed to our Secretary, 12000 Aerospace Ave., Suite
375, Houston, Texas, 77034, no later than October 16, 2002, and must otherwise
comply with the requirements of Rule 14a-8 under the Securities Exchange Act of
1934, as amended.

Any holder of our common stock desiring to bring business before the next
annual meeting of stockholders in a form other than a stockholder proposal in
accordance with the preceding paragraph must give written notice that is
received by us, addressed to our Secretary, 12000 Aerospace Ave., Suite 375,
Houston, Texas 77034, no later than December 30, 2002.

OTHER BUSINESS

We know of no other business that will be presented at the annual meeting.
If other matters requiring a vote of the stockholders properly come before the
annual meeting, the persons authorized under the proxies will vote and act
according to their best judgment.

ANNUAL REPORT

We have provided without charge a copy of our annual report on Form 10-KSB
as filed with the SEC (excluding exhibits) to stockholders for fiscal year 2001
to each person being solicited by this proxy statement. UPON THE WRITTEN REQUEST
BY ANY PERSON BEING SOLICITED BY THIS PROXY STATEMENT, WE WILL PROVIDE THE
EXHIBITS TO THE FORM 10-KSB, FOR WHICH A REASONABLE CHARGE SHALL BE IMPOSED. All
such requests should be directed to: Corporate Secretary, iEXALT, Inc., 12000
Aerospace Ave., Suite 375, Houston, Texas, 77034.

DOCUMENTS INCORPORATED BY REFERENCE

The following information is incorporated into these Proxy Materials by
reference to the Company's Annual Report on Form 10-KSB for the fiscal year
ended August 31, 2001:

ITEM
NUMBER DESCRIPTION
-------- --------------

6 Management's Discussion and Analysis or Plan of Operations

7 Financial Statements

8 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

APPENDIX A

IEXALT, INC.
AUDIT COMMITTEE CHARTER

The Audit Committee is a committee of the Board of Directors. The primary
function of the Audit Committee is to assist the Board in fulfilling its
oversight responsibilities by:

1. Reviewing the financial statements and other financial and related
information of the Company provided to security holders, the public, or
any governmental body;

2. Reviewing the Company's system of internal controls, regarding finance,
accounting and legal compliance that management and the Board have
established; and

3. Reviewing and evaluating the independence and performance of the
independent accountant.

The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities set for under the sections of the charter captioned
"Financial Matters," "Auditing and Accounting," and "Legal Matters." In so
doing, it is the responsibility of the Audit Committee to maintain free and open
means of communication between the Board, the independent accountants, the
internal auditors and the financial management of the Company.

COMPOSITION

The Audit Committee shall be comprised of three or more directors as determined
by the Board, each of who shall be independent non-executive directors, free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment.

Directors with any of the following relationships will not be considered
independent:

1. Employees: a director who has been employed by the Company or any of
its affiliates for the current year or any of the past three years.
(An "affiliate" includes a subsidiary, sibling company, predecessor,
parent company or former parent company of the Company);

2. Business Relationship: (a) a director accepting any compensation
from the Company or any of its affiliates in excess of $60,000
during the previous fiscal year, other than compensation for Board
service, benefits under a tax-qualified retirement plan or
non-discretionary compensation, or (b) a director being a partner
in, or a controlling stockholder or an executive officer of, any
for-profit business organization to which the Company made, or from
which the Company received, payments (other than those arising
solely from investments in the Company's securities) that exceed 5%
of the Company's or the business

organization's consolidated gross revenues for that year, or
$200,000, whichever is more, in any of the past three years;

3. Cross Compensation Committee Link: a director who is employed as an
executive of another company where any of the Company's executive
serves on that entity's compensation committee; or

4. Immediate Family: a director who is a member of the immediate family
of an individual who is, or has been in any of the past three years,
employed by the Company or any of its affiliates as an executive
officer. Immediate family includes a person's spouse, parents,
children, siblings, mother-in-law, father-in-law, brother-in-law,
sister-in-law, daughter-in-law and anyone who resides in such
person's home.

All members of the Audit Committee shall be financially literate, as such
qualification is interpreted by the Board in its business judgment, or must
become financially literate within a reasonable period of time after his or her
appointment to the Audit Committee. At least one member of the Audit Committee
shall have accounting or related financial management expertise, as such
qualification is interpreted by the Board in its business judgment.

The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Audit Committee. The Audit Committee has the
authority to conduct any investigation appropriate to fulfill its
responsibilities, and may request any officer or employee of the Company or the
Company's insider or outside counsel or independent auditor to attend a meeting
of the Audit Committee or to meet with any members of, or consultants to, the
Audit Committee.

The Audit Committee shall discuss the matters addressed at each committee
meeting with the Board.

CHARTER

1. Review and re-assess the adequacy of this Charter annually and recommend
any proposed changes in the Charter to the Board for approval.

2. Publish this Charter at least once every three years in accordance with
the regulations of the Securities and Exchange Commission.

FINANCIAL MATTERS

1. Review the financial statements contained in the annual report to
stockholders or other financial information submitted to any governmental
body or the public, including any certification, report, opinion or review
rendered by the independent accountants, with management and the
independent accountants.

2. Review with management and the independent auditor the Company's quarterly

financial statements prior to the filing of its Form 10-Q. The Chair of
the Audit Committee may represent the entire committee for purposes of
this review.

3. Review with management, the independent accountants and internal auditors
significant risks and exposures, the steps to monitor and control such
risks and exposures, audit activities and significant audit findings.

4. Review with management, the independent accountants and internal auditors,
and financial and accounting personnel, the adequacy and effectiveness of
the accounting and financial controls of the Company. On the basis of this
review, make recommendations to the Board for any changes that seem
appropriate.

AUDITING AND ACCOUNTING

1. Meet with the independent accountants and financial management of the
Company to review the scope of the proposed audit for the current year and
the audit procedures to be utilized.

2. Because the independent accountants for the Company are ultimately
accountable to the Board and the Audit Committee, the Audit Committee and
Board have the ultimate authority and responsibility to select, evaluate
and, where appropriate, replace the independent accountants.

3. Require the independent accountants to submit on a periodic basis to the
Audit Committee a formal written statement delineating all relationships
between the independent accountants and the Company. The Audit Committee
is also responsible for actively engaging in a dialog with the independent
accountants with respect to any disclosed relationships or services that
may impact the objectivity and independence of the independent accountants
and for recommending that the Board take appropriate action in response to
the accountants' report to satisfy itself of the independent accountants'
independence.

4. Review the appointment and replacement of any senior internal auditing
executive.

5. Review the significant reports to management prepared in connection with
internal audits and management's responses.

6. Review with the independent accountants any problems or difficulties the
accountants may have encountered and any management letter provided by the
accountants and the Company's response to that letter. Such review should
include:

a. Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.

b. Any changes required in the planned scope of the internal audit.

c. The internal audit responsibilities, budget and staffing.

LEGAL MATTERS

Review with the Company's General Counsel and outside legal counsel matters that
may have a material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.

EXECUTIVE SESSIONS

Meet at least annually with the chief financial officer, the senior internal
auditing executive and the independent accountants in separate executive
sessions.

IEXALT, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE 2002 ANNUAL MEETING OF STOCKHOLDERS ON MARCH 22, 2002

The undersigned stockholder of iEXALT, Inc., a Nevada corporation (the
"Company"), hereby acknowledges receipt of the Official Notice of Annual Meeting
of Stockholders, dated February 18, 2002, and hereby appoints Don W. Sapaugh and
Chris L. Sisk, and each of them, as his, her or its proxies and
attorneys-in-fact, with full power of substitution for each, on behalf and in
the name of the undersigned, to represent the undersigned at the 2002 Annual
Meeting of Stockholders of the Company, to be held on Friday, March 22, 2002, at
8:00 a.m., Central Standard Time, at the offices of the Company, 12000 Aerospace
Ave., Suite 375, Houston, Texas, 77034, and any adjournment(s) or
postponement(s) thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present,
on the matters set forth below.

1. Proposal to elect Donald W. Sapaugh, Hunter M. A. Carr, Victoria R. A.
Carr, Morris H. Chapman, Dane B. West, Raymond Corson, and James D. Ryffel to
serve until the next annual meeting of stockholders and until their respective
successors are duly elected and qualified;

IF THERE IS ANY INDIVIDUAL DIRECTOR WITH RESPECT TO WHOM YOU DESIRE TO
WITHHOLD YOUR CONSENT, YOU MAY DO SO BY LINING THROUGH OR OTHERWISE STRIKING OUT
THE NAME.