EXHIBIT 3.5


                                  IEXALT, INC.
                          DIRECTORS' STOCK OPTION PLAN
  (FORMERLY KNOW AS THE SUNBELT EXPLORATION, INC. DIRECTORS' STOCK OPTION PLAN)


                                 AMENDMENT NO. 1


      THIS AMENDMENT NO. 1 to the iExalt, Inc. Directors' Stock Option Plan
(formerly known as the Sunbelt Exploration, Inc. Directors' Stock Option Plan
and referred to herein as the "Plan"), is effective as of the 22nd day of March
2002.

         1.    Article II.6 of the Plan is hereby amended to read as follows in
               its entirety:

      "Common Stock" shall mean the common stock, $.05 par value, of the
Company.

         2.    Article II.7 of the Plan is hereby amended to read as follows in
               its entirety:

"Company" shall mean iExalt, Inc. and any of its subsidiaries, and their
respective successors in interest.

         3.    Article IV of the Plan is hereby deleted and in its entirety and
               replaced with the following new Article IV:

      Subject to adjustment in accordance with Articles IX and XII an aggregate
      number of shares of Common Stock equal to 1% of the number of shares of
      Common Stock from time to time authorized pursuant to the Certificate of
      Incorporation of the Company are hereby reserved for issuance pursuant to
      Options under this Plan; provided, however, that any future reduction in
      the number of shares of Common Stock from time to time authorized pursuant
      to the Certificate of Incorporation of the Company shall not have the
      effect of terminating any Option granted prior to such reduction. Such
      shares may be authorized but unissued shares of Common Stock or reacquired
      shares of Common Stock. If an Option, or any portion thereof, shall expire
      or terminate for any reason without having been exercised in full, the
      unpurchased shares of Common Stock covered by such Option shall be
      available for future grants of Options.

         4.    Article V (including Articles V.1, V.2, V.3 and V.4) is deleted
               in its entirety and replaced with the following new Article V:

On each Annual Grant Date, each Eligible Director shall receive the grant of an
Option to purchase 5,000 shares of Common Stock.

         5.    Except as amended hereby, the Plan shall remain in full force and
               effect.

         6.    The term "Plan" as used in the Plan shall refer to the Plan as
               amended hereby.

      The foregoing Amendment No. 1 was approved by the Board of Directors of
the Company on the 1st day of February 2002 and by the shareholders of the
Company on the 22nd day of March 2002.


iEXALT, INC.


By:         /s/Donald W. Sapaugh
      ------------------------------------
      Donald W. Sapaugh,
      Chairman/Chief Executive Officer




ATTEST:

By:         /s/ Chris L. Sisk
      ------------------------------
      Chris L. Sisk
      Asst. Secretary