SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
iEXALT, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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[_] 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:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
iEXALT, Inc.
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 27, 2001
_______________
To Our Stockholders:
You are invited to attend our annual meeting of stockholders to be held at
our offices located at 12000 Aerospace Dr., Suite 375, Houston, Texas, 77034, on
August 27, 2001, at 8 a.m., central daylight standard time. The purpose of the
meeting is to vote on the following proposals:
Proposal 1. To elect four directors to serve for a one-year term and until
their successors are elected and qualified.
Proposal 2. To ratify the selection of Harper & Pearson Company as
independent auditors for the fiscal year ending August 31,
2001.
Proposal 3. 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 June 30, 2001. Only stockholders
of record at the close of business on that date 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
August 3, 2001
Houston, Texas
PROXY STATEMENT
________________
Annual Meeting of Stockholders
August 27, 2001
iEXALT, Inc.
12000 Aerospace Dr.
Suite 375
Houston, Texas 77034
The board of directors is soliciting proxies to be used at the 2000 annual
meeting of stockholders to be held at our offices located at 12000 Aerospace
Dr., Suite 375, Houston, Texas, 77034, on August 27, 2001, at 8 a.m., central
daylight standard time. This proxy statement, accompanying proxy and annual
report to stockholders for the fiscal year ended August 31, 2000 are first being
mailed to stockholders on or about August 3, 2001. Although the annual report
is being mailed to stockholders with this proxy statement, it does not
constitute part of this proxy statement.
Who Can Vote
Only stockholders of record as of the close of business on June 30, 2001
are entitled to notice of and to vote at the annual meeting. As of June 30,
2001, we had outstanding 47,897,178 shares of common stock, 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 in the enclosed postage-
paid envelope 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 and FOR
the ratification of the selection of Harper & Pearson Company as independent
auditors for the fiscal year ending August 31, 2001. 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 the corporate
secretary of iEXALT;
(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 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 (23,948,590 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
(23,948,590 shares) present in person or represented by proxy is required to
elect directors. All of the nominees for director served as our directors in
1999. Abstentions and broker non-votes are not counted for purposes of the
election of directors.
The affirmative vote of the holders of a majority of the outstanding common
shares (23,948,590 shares) entitled to vote, in person or represented by proxy,
is required to approve the selection of auditors. Abstentions and broker non-
votes are not counted for the approval auditors.
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
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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 four, all of whom are to be elected at the annual meeting. Each director
will serve until the 2001 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 is entitled to cast one vote for each share of common
stock held on June 30, 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 2000, the board of directors held 8 meetings. No
director attended less than 75% of the meetings held by the board of directors
and the committees on which he served.
The following information as of August 31, 2000 is submitted concerning the
nominees named for election as directors:
Name Age Position With iEXALT
- --------------------- --- -----------------------------------------
Donald W. Sapaugh 41 Chairman of the Board of Directors, Chief Executive
Officer, President
Hunter M. A. Carr 52 Director
Victoria R. A. Carr 45 Director
Morris H. Chapman 59 Director
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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 has served as the President and Chief Executive Officer of PremierCare,
L.L.C. from 1996 to the present. PremierCare provides health care services to
senior citizens and was acquired by iEXALT in July 2000. Mr. Sapaugh served as
the President and Chief Executive Officer of Rapha Treatment Centers 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 has served as a director since May 11, 2000. Mr. Carr
previously served as Vice-Chairman of our board of directors from August 30,
1999 until November 15, 1999. He founded the Internet Law Library, Inc., a
public company, for which he has served as Chairman and Chief Executive Officer
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 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 and the Vice President of 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.
The board of directors unanimously recommends that stockholders vote FOR
the election of directors as set forth in proposal one.
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Committees of the Board of Directors
The board of directors has an Executive Committee, but not a Compensation
Committee, an Audit Committee or a Nominating Committee.
Executive Committee
Functions: Serves in the event action must be taken by the
board of directors 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, Jack I. Tompkins, Hunter M.A.
Carr
Number of Meetings in 2000: 0
Director Compensation
Our directors who are not employees receive:
. a payment of $1,000 for each board meeting attended, and
. a payment of $500 for telephonic participation in a board meeting.
In addition, options to purchase 75,000 shares of common stock were granted on
May 11, 2000, to Jim P. Wise for his service as a director. In addition to Mr.
Wise, Mr. Joe H. Reynolds was issued 50,000 options on September 1, 1999, for
board service.
Executive Officers
Name Age Title
- -------------------- --- ------------------------------------------
Donald W. Sapaugh 41 President and Director
James W. Carroll 44 Vice President and Chief Financial Officer
Donald W. Sapaugh -- Set forth under "Proposal One--Election of Directors."
James W. Carroll -- joined us as Vice President and Chief Financial Officer on
February 16, 2000, and served as such until his resignation on November 30,
2000. Between 1994 and 1999 he founded and operated several private companies to
finance upstream energy projects. Prior to that, he was the Chief Financial
Officer of Quintana Petroleum Corporation for seven years. He began his career
in management consulting with Ernst & Young, L.L.P., in 1977. Mr. Carroll is a
certified public accountant and certified management accountant. He graduated
from Rice University with a bachelor's degree, summa cum laude, and a master's
degree in accounting, and served there for five years in the 1990's as an
Adjunct Assistant Professor in accounting.
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Compensation of Executive Officers
The following table summarizes the compensation we paid for the fiscal year
ended August 31, 2000, to the chief executive officer. No executive officer
received a total annual salary and bonus in excess of $100,000 in fiscal year
2000.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
-----------------------------------------------------
Securities All
Name and Other Annual Underlying Other
Principal Position Fiscal Year Salary Bonus Compensation Options Compensation
- --------------------------- ------------ ---------- --------- --------------- ------------------ -----------------
Jack I. Tompkins 2000 -- -- -- ** --
Chairman and Chief
Executive Officer
** On dates ranging from January 11, 2000 to February 3, 2000, we granted
options to purchase 450,000 shares of our common stock at $1.80 per share to Mr.
Tompkins in connection with no-interest loans he made or bank loans that he
guaranteed for iEXALT. These options vested immediately. The implied value paid
for these options ($92,000) when he loaned money to iEXALT was treated as
interest expense and therefore these options were not considered to be
compensation. Mr. Tompkins resigned his position as an officer and director on
September 13, 2000.
Option Grants
The following table sets forth the stock option grants made in fiscal year
2000 to our executive officer named above in the "Summary Compensation Table."
The following table also sets forth the hypothetical gains that would exist for
the options at the end of his five-year terms after vesting, assuming compound
rates of stock appreciation of 5% and 10%. The actual future value of the
options will depend on the market value of our common stock. All option
exercise prices are based on market price on the grant date.
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Fiscal Year 2000 Option Grants Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation at End of
Five Year
Individual Grants Option Term (1)
---------------------------------------------------------------------------------------
Number of
Shares % of Total
Underlying Options Granted Exercise
Options To Employees in Price Per Expiration
Name Granted Fiscal Year 2000 Share Date 5% 10%
- ------------------ ------------ ------------------ ---------- ------------ -------- --------
Jack I. Tompkins 450,000 21.5% $1.80 2/2003 $127,676 $268,110
_____________
(1) "Potential Realizable Value" is disclosed in response to SEC rules, which
require such disclosure for illustrative purposes only, and is based on the
difference between the potential market value of shares issuable (based
upon assumed appreciation rates) upon exercise of such options and the
exercise price of such options. The values disclosed are not intended to
be, and should not be interpreted as, representations or projections of
future value of our stock or of the stock price.
Option Exercises and Fiscal Year-End Option Values
The following table sets forth certain information concerning the value of
the unexercised options as of August 31, 2000, held by the executive officer.
Aggregate Option Exercises in Fiscal Year 2000 and
Fiscal 2000 Year-End Option Values
Number of Shares Underlying Value of Unexercised In-the-Money
Unexercised Options at Fiscal 2000 Options at Fiscal 2000
Year-End Year-End (1)
----------------------------------- ----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- ----------------- -------------------- ----------------- -----------------
Jack I. Tompkins 450,000 0 $562,500 $0
____________________
(1) The fair market value on August 31, 2000 of the common stock underlying the
options was $1.25 per share.
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CERTAIN TRANSACTIONS
On February 4, 1999, we acquired intellectual property relating to the
concept, design and market for an online reference library from Morris H.
Chapman, a director, for 750,000 shares of common stock.
On May 31, 1999, iExalt Inc., a Texas corporation, acquired the assets and
customers of a Houston, Texas ISP owned by AgroSource, Inc. and Hunter Community
Interests, Ltd. for 3,000,000 shares of common stock from a director, Hunter
M.A. Carr, and iExalt-Texas' chairman, Jack I. Tompkins. As part of this
acquisition, iExalt-Texas assumed a non-interest bearing note to Mr. Tompkins
for $350,000 that becomes payable on demand at such time that our net assets are
equal to or exceed $5,000,000. Mr. Tompkins resigned his position effective
September 13, 2000.
On June 29, 1999, our chairman, Jack I. Tompkins, purchased 2,250,000 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, we 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, we 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 received 540,000 shares of iExalt common stock and will receive up
to an additional 560,000 shares, depending on certain future financial events
and results. Donald W. Sapaugh, our president, chief executive officer and
director, 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 our board of directors.
On dates ranging from January 11, 2000 to February 3, 2000, we granted options
to purchase 450,000 shares at $1.80 per share to Jack I. Tompkins, our chief
executive officer, in connection with no-interest loans he made or bank loans
that he guaranteed for us. These options vested immediately. The implied value
paid for these options ($92,000) when he loaned money to us was treated as
interest expense by us and therefore these options were not considered to be
compensation. Mr. .Tompkins resigned his position effective September 13, 2000.
Our corporate offices are leased on a month-to-month basis from a company
controlled by Hunter M.A. Carr, a director. Management believes that the rent we
pay is consistent with market rates for similar office space.
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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 15, 2000 by (1) each person known
by us to own beneficially 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. Unless otherwise
indicated, the shares listed in the table are owned directly by the individual
or entity, or by both the individual and the individual's spouse. The
individual or entity has sole voting and investment power as to shares shown or,
in the case of the individual, such power is shared with the individual's
spouse.
Certain of the shares listed below are deemed to be owned beneficially by more
than one stockholder under SEC rules. Accordingly, the sum of the ownership
percentages listed exceeds 10%. The information for the five percent owners is
derived solely from Forms 13D and 13G filed with the SEC as of November 15,
2000. Except as otherwise noted, the address for each owner is 12000 Aerospace
Dr., Suite 375, Houston, Texas, 77034.
Amount and Nature of Percent of
Beneficial Ownership Class
---------------------- -----------------
Directors and Executive Officers
- ------------------------------------------------------
Donald W. Sapaugh..................................... 2,100,000 6.2%
Hunter M. A. Carr (1)................................. 4,655,000 13.9
Victoria R. A. Carr (2)............................... 4,655,000 13.9
Morris H. Chapman (3)................................. 2,700,000 8.1
Jack I. Tompkins(4)................................... 4,875,000 14.5
Jonathan C. Gilchrist(5).............................. 1,950,000 5.8
Directors and Executive Officers as a Group (6 20,935,000 61.6%
persons)(6)..........................................
___________
* Less than one percent.
(1) Includes 100,000 shares owned as trustee and as to which Mr. Carr disclaims
beneficial ownership.
(2) Includes 4,655,000 shares owned by her husband, Mr. Hunter M.A. Carr, as to
which Ms. Carr disclaims beneficial ownership.
(3) Includes 1,350,000 shares owned by Sarah F. Chapman, the spouse of Mr.
Chapman, as to which Mr. Chapman disclaims beneficial ownership.
(4) Includes 450,000 shares pursuant to vested options. Also includes 150,000
shares owned indirectly by Mr. Tompkins and as to which Mr. Tompkins
disclaims beneficial ownership. Mr. Tompkins resigned his position as an
officer and director of iEXALT subsequent to the fiscal year ending August
31, 2000. The address of Mr. Tompkins is 711 Louisiana, Suite 1740,
Houston, Texas, 77002.
(5) Includes 50,000 shares held by a family trust and as to which Mr. Gilchrist
disclaims beneficial ownership. Mr. Gilchrist resigned his position as an
officer and director of iEXALT effective May 11, 2000. The address of Mr.
Gilchrist is 6524 San Felipe, #252, Houston, Texas, 77057.
(6) Includes 450,000 shares pursuant to vested options held by Mr. Tompkins.
Mr. Tompkins is no longer an officer of iEXALT.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers and directors, and persons who own more than 10% of a registered
class of our equity securities, to file reports of ownership and changes in
ownership of such securities with the SEC and to furnish us with copies of all
such reports.
Based solely on the reports we received and on written representations from
reporting persons, we believe that the directors, executive officers, and
greater than ten percent (10%) beneficial owners were delinquent with applicable
filings required during the fiscal year ended August 31, 2000; however all
Section 16(a) forms were filed in October 2000.
PROPOSAL TWO
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, 2001. The selection was based upon the recommendation of
our board of directors.
Fees for the last fiscal year audit were $49,946, financial information
systems design, implementation and consulting fees $0, SEC registration, annual
and quarterly reporting and filing $89,680, and tax services $3,759; in the
aggregate, $143,385.
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 Two requires approval by the holders of a majority of
shares of common stock present in person or represented by proxy, and entitled
to vote at the annual meeting. Abstentions may be specified on this proposal to
ratify the selection of the independent auditors. Abstentions will be
considered present and entitled to vote at the annual meeting but will not be
counted as votes cast in the affirmative. Abstentions will have the effect of a
negative vote for this proposal to ratify the selection of the independent
auditors.
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, 2001.
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STOCKHOLDER PROPOSALS
To be included in the proxy statement, any proposals of holders of our
common stock intended to be presented at the annual meeting of stockholders to
be held in 2001 must be received by us, addressed to our Secretary, 12000
Aerospace Dr., Suite 375, Houston, Texas, 77034, no later than October 10, 2001,
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 2001
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 Dr., Suite
375,Houston, Texas 77034, no later than November 1, 2001.
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 comes 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 amended by Form 10-KSB/A, as filed with the SEC (excluding exhibits) to
stockholders for fiscal year 2000 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 Dr., Suite 375, Houston,
Texas, 77034.
11
IEXALT, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
2000 ANNUAL MEETING OF STOCKHOLDERS ON AUGUST 27, 2001
The undersigned stockholder of iEXALT, Inc., a Nevada corporation (the
"Company"), hereby acknowledges receipt of the Official Notice of Annual Meeting
of Stockholders, dated August 3, 2001, 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 2000 Annual Meeting of
Stockholders of the Company, to be held on Monday, August 27, 2001, at 8:00
a.m., Central Daylight Standard Time, at the offices of the Company, 12000
Aerospace Dr., 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 Don W. Sapaugh, Hunter M.A. Carr, Victoria R. A.
Carr and Morris H. Chapman to serve until the annual meeting of stockholders in
2001 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
his name.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Proposal to ratify the appointment by the Board of Directors of Harper
& Pearson Company as independent auditors of the Company for the fiscal year
ending August 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
matter(s) which may properly come before the meeting and at any adjournment(s)
or postponement(s) thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED (1) FOR THE APPROVAL OF ALL FOUR OF THE DIRECTOR NOMINEES AND (2) FOR THE
RATIFICATION OF THE APPOINTMENT BY THE COMPANY'S BOARD OF DIRECTORS OF HARPER &
PEARSON COMPANY AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING AUGUST 31, 2001.
Both of such attorneys or substitutes (if both are present and acting at said
meeting or any adjournment(s) or postponement(s) thereof, or, if only one shall
be present and acting, then that one) shall have and may exercise all of the
powers of said attorneys-in-fact hereunder.
Dated:
- ----------------------------------
- ----------------------------------
Signature
- ----------------------------------
Signature
(This proxy should be marked, dated, signed by the stockholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign).