UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 15

CERTIFICATION  AND  NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF
                                                                        -----
THE  SECURITIES  EXCHANGE ACT OF 1934 OR SUPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS  13  AND  15(D)  OF  THE  SECURITES  EXCHANGE  ACT  OF  1934.
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                                           Commission File Number:     000-09322

                                  iExalt, Inc.
             (Exact name of registrant as specified in its charter)

             12000 Aerospace Avenue, Suite 375, Houston, Texas 77034
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                     Common Stock, $.05 par value per share
            (Title of each class of securities covered by this Form)

    ---------------------------------------------------------------------------
    (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)
                                    -----    -----

Please place an X in the box(es) to designate the appropriate rule provisions(s)
relied  upon  to  terminate  or  suspend  the  duty  to  file  reports:

                  Rule 12g-4(a)(1)(i)    x     Rule 12h-3(b)(1)(i)   x
                  Rule 12g-4(a)(1)(ii)         Rule 12h-3(b)(1)(ii)
                  Rule 12g-4(a)(2)(i)          Rule 12h-3(b)(2)(i)
                  Rule 12g-4(a)(2)(ii)         Rule 12h-3(b)(2)(ii)
                                               Rule 15d-6            x

Approximate  number  of  holders  of  record  as  of the certification or notice
date:  298
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Pursuant to the requirements of the Securities Exchange Act of 1934 iExalt, Inc.
has  caused  this  certification/notice  to  be  signed  on  its  behalf  by the
undersigned  duly  authorized  person.


Date:  September 13, 2002              iExalt, Inc.
     ----------------------

                                       BY:    /s/  Donald W. Sapaugh
                                            ------------------------------
                                                   Donald W. Sapaugh
                                                   President and
                                                   Chief Executive Officer