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                                                                    Exhibit 4.10

THIS WARRANT AND THE SECURITIES RECEIVABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION
WITH SUCH OFFER, SALE OR TRANSFER.

Warrant to Purchase
625,000 shares

                                     Form of
                        Warrant to Purchase Common Stock
                                       of
                                  iExalt, Inc.

      THIS CERTIFIES that THOMSON KERNAGHAN & CO. LIMITED or any subsequent
("Holder") hereof, has the right to purchase from iExalt, Inc., a Nevada
corporation (the "Company"), not more than 625,00 fully paid and nonassessable
shares of the Company's Common Stock, $.001 par value ("Common Stock"), at the
Exercise Price, at any time on or before 12:00 p.m., New York time, on December
11, 2005.

      The Holder of this Warrant agrees with the Company that this Warrant is
issued and all rights hereunder shall be held subject to all of the conditions,
limitations and provisions set forth herein.

      1. Date of Issuance.

      This Warrant shall be deemed to be issued on December 11, 2000.

      2. Exercise.

      (a) Manner of Exercise. This Warrant may be exercised as to all or any
lesser number of full shares of Common Stock covered hereby upon surrender of
this Warrant, with the Exercise Form attached hereto duly executed, together
with the full Exercise Price (as defined in Section 3) for each share of Common
Stock as to which this Warrant is exercised, at the office of the Company,
iExalt, Inc., 12000 Aerospace Avenue, Suite 110, Houston, Texas 77034,
Attention: President, Telephone No. (281) 460-8400, Telecopy No. (281) 922-4114
or at such other office or agency as the Company may designate in writing, by
overnight mail, with an advance copy of the Exercise Form attached as Exhibit A
("Exercise Form") by facsimile (such surrender and payment of the Exercise Price
hereinafter called the "Exercise of this Warrant").

      (b) Date of Exercise. The Date of Exercise ("Date of Exercise") of this
Warrant shall be defined as the date that the advance copy of the Exercise Form
is sent by facsimile to the Company, provided that the original Warrant and
Exercise Form are received by the Company within five (5) business days
thereafter. The original Warrant and Exercise Form must be received within five
(5) business days of the Date of Exercise, or the exercise may, at the Company's
option, be considered void. Alternatively, the Date of Exercise shall be defined
as the date the original Exercise Form is received by the Company, if Holder has
not sent advance notice by facsimile.

      (c) Cancellation of Warrant and Delivery of Common Stock. This Warrant
shall be canceled upon its Exercise, and, within three (3) business days and no
later than five (5) business days after the Date of Exercise,


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Company shall deliver by Federal Express or equivalent overnight delivery
service Common Stock for the number of shares purchased upon such Exercise, and
if this Warrant is not exercised in full, the Holder shall also be entitled to
receive a new Warrant or Warrants (containing terms identical to this Warrant)
representing any unexercised portion of this Warrant in addition to and along
with such Common Stock.

      (d) Holder of Record. Each person in whose name any Warrant for shares of
Common Stock is issued shall, for all purposes, be deemed to have become the
Holder of record of such shares on the Date of Exercise of this Warrant,
irrespective of the date of delivery of such Warrant. Nothing in this Warrant
shall be construed as conferring upon the Holder hereof any rights as a
shareholder of the Company.

      3. Payment of Warrant Exercise Price.

      The Exercise Price ("Exercise Price") shall equal _____, which is 110%
times the average of the closing bid price for the three trading days
immediately preceding the closing ("Average Closing Bid Price"), taking into
account, as appropriate, any adjustments made pursuant to Section 5 hereof.

      For purposes hereof, the term "Average Closing Bid Price" shall mean the
average of the closing bid price on the Over The Counter Bulletin Board
("OTC:BB") or other exchange on which the Common Stock is so traded.

      Payment of the Exercise Price may be made by either of the following, or a
combination thereof, at the election of Holder:

      (i) Cash Exercise: cash, certified check or cashiers check or wire
transfer; or

      (ii) Cashless Exercise: surrender of this Warrant at the principal office
of the Company together with notice of cashless election, in which event the
Company shall issue Holder a number of shares of Common Stock computed using the
following formula:

                  X = Y (A-B)/A

where: X = the number of shares of Common Stock to be issued to Holder.

       Y = the number of shares of Common Stock for which this Warrant is being
           exercised.

                  A = the Market Price of one (1) share of Common Stock (for
                  purposes of this Section 3(ii), the "Market Price" shall be
                  defined as the highest last trade of the Common Stock for any
                  one of the three (3) trading days prior to the Date of
                  Exercise of this Warrant as reported on the OTC Bulletin Board
                  ("OTC:BB"), or as reported by the National Association of
                  Securities Dealers Automated Quotation System ("NASDAQ") or
                  other exchange (the "Market Price"). If the Common Stock
                  is/was not traded during the three (3) trading days
                  immediately prior to the Date of Exercise, then the Market
                  Price shall be calculated by going back to the last three
                  trading days during which the stock was actually traded.

                  B = the Exercise Price.


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For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
understood and acknowledged that the Common Stock issuable upon exercise of this
Warrant in a cashless exercise transaction shall be deemed to have been acquired
at the time this Warrant was issued. Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issuable upon exercise
of this Warrant in a cashless exercise transaction shall be deemed to have
commenced on the date this Warrant was issued.

      4. Transfer and Registration.

      (a) Transfer Rights. Subject to the provisions of Section 8 of this
Warrant, this Warrant may be transferred on the books of the Company, in whole
or in part, in person or by attorney, upon surrender of this Warrant properly
endorsed. This Warrant shall be canceled upon such surrender and, as soon as
practicable thereafter and within five (5) business days, the person to whom
such transfer is made shall be entitled to receive a new Warrant or Warrants as
to the portion of this Warrant transferred, and the Holder of this Warrant shall
be entitled to receive a new Warrant or Warrants as to the portion hereof
retained.

      (b) Piggyback Registration Rights. The Common Stock issuable upon the
exercise of this Warrant constitute registrable securities, and the Company
hereby grants to the Holder piggyback registration rights that grant the Holder
the right to have its warrants and the common stock underlying its warrants to
be registered along with any and all registration statement(s) in order to
effectuate the registration of such securities so that the warrants and the
common stock underlying the warrants may be issued without any restrictive
legend upon the effectiveness of such registration statement(s).

      5. Anti-Dilution Adjustments.

      (a) Stock Dividend. If the Company shall at any time declare a dividend
payable in shares of Common Stock, then the Holder hereof, upon Exercise of this
Warrant after the record date for the determination of Holders of Common Stock
entitled to receive such dividend, shall be entitled to receive upon Exercise of
this Warrant, in addition to the number of shares of Common Stock as to which
this Warrant is Exercised, such additional shares of Common Stock as such Holder
would have received had this Warrant been Exercised immediately prior to such
record date and the Exercise Price will be proportionately adjusted.

      (b) Recapitalization or Reclassification. If the Company shall at any time
effect a recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a larger or smaller number of shares, then upon the effective
date thereof, the number of shares of Common Stock which the Holder hereof shall
be entitled to purchase upon Exercise of this Warrant shall be increased or
decreased, as the case may be, in direct proportion to the increase or decrease
in the number of shares of Common Stock by reason of such recapitalization,
reclassification or similar transaction, and the Exercise Price shall be, in the
case of an increase in the number of shares, proportionally decreased and, in
the case of decrease in the number of shares, proportionally increased. The
Company shall give the Warrant Holder the same notice it provides to holders of
Common Stock of any transaction described in this Section 5(b).

      (c) Distributions. If the Company shall at any time distribute to Holders
of Common Stock cash, evidences of indebtedness or other securities or assets
(other than cash dividends or distributions payable out of earned surplus or net
profits for the current or preceding year) then, in any such case, the Holder of
this Warrant shall be entitled to receive, upon exercise of this Warrant, with
respect to each share of Common Stock issuable upon such Exercise, the amount of
cash or evidences of indebtedness or other securities or assets which such
Holder would have been entitled to receive with respect to each such share of
Common Stock as a result of the happening of such event had this Warrant been
Exercised immediately prior to the record date or other


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date fixing shareholders to be affected by such event (the "Determination Date")
or, in lieu thereof, if the Board of Directors of the Company should so
determine at the time of such distribution, a reduced Exercise Price determined
by multiplying the Exercise Price on the Determination Date by a fraction, the
numerator of which is the result of such Exercise Price reduced by the value of
such distribution applicable to one share of Common Stock (such value to be
determined by the Board in its discretion) and the denominator of which is such
Exercise Price.

      (d) Notice of Consolidation or Merger. If the Company shall at any time
consolidate or merge with any other corporation or transfer all or substantially
all of its assets, then the Company shall deliver written notice by overnight
courier to the Holder of such merger, consolidation or sale of assets at least
thirty (30) days prior to the closing of such merger, consolidation or sale of
assets and this Warrant shall terminate and expire on the day immediately prior
to the closing of such merger, consolidation or sale of assets.

      (e) Exercise Price Defined. As used in this Warrant, the term "Exercise
Price" shall mean the purchase price per share specified in this Warrant until
the occurrence of an event stated in subsection (a), (b) or (c) of this Section
5 and thereafter shall mean said price as adjusted from time to time in
accordance with the provisions of said subsection. No such adjustment shall be
made unless such adjustment would change the Exercise Price at the time by $.01
or more; provided, however, that all adjustments not so made shall be deferred
and made when the aggregate thereof would change the Exercise Price at the time
by $.01 or more. No adjustment made pursuant to any provision of this Section 5
shall have the effect of increasing the total consideration payable upon
Exercise of this Warrant in respect of all the Common Stock as to which this
Warrant may be exercised.

      (f) Adjustments: Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 5,
the Holder of this Warrant shall, upon Exercise of this Warrant, become entitled
to receive shares and/or other securities or assets (other than Common Stock)
then, wherever appropriate, all references herein to shares of Common Stock
shall be deemed to refer to and include such shares and/or other securities or
assets; and thereafter the number of such shares and/or other securities or
assets shall be subject to adjustment from time to time in a manner and upon
terms as nearly equivalent as practicable to the provisions of this Section 5.

      6. Fractional Interests.

            No fractional shares or scrip representing fractional shares shall
be issuable upon the Exercise of this Warrant, but on Exercise of this Warrant,
the Holder hereof may purchase only a whole number of shares of Common Stock.
If, on Exercise of this Warrant, the Holder hereof would be entitled a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share shall be disregarded and the number of
shares of Common Stock issuable upon conversion shall be the next lower number
of shares.

      7. Authorization, Reservation an Issuance of Common Stock.

            The Company shall at all times reserve for issuance such number of
authorized and unissued shares of Common Stock (or other securities substituted
therefor as herein above provided) as shall be sufficient for Exercise and
payment of the Exercise Price of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing certificates to execute and issue the necessary certificates
for the Common Stock upon the exercies of this Warrant. The Company covenants
and agrees that upon Exercise of this Warrant, all shares of Common Stock
issuable upon such Exercise shall be duly and validly issued, fully paid,
nonassessable and not subject to preemptive rights, rights of first refusal or
similar rights of any person or entity.

      8. Restrictions on Transfer.

            (a) Registration or Exemption Required. This Warrant and the Common
Stock issuable on Exercise hereof have not been registered under the Securities
Act of 1933, as amended, and may not be sold, transferred, pledged, hypothecated
or otherwise disposed of in the absence of registration or the availability of
an

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exemption from registration under said Act. All shares of Common Stock issued
upon Exercise of this Warrant shall bear an appropriate legend to such effect,
if applicable.

            (b) Assignment. Assuming the conditions of (a) above regarding
registration or exemption have been satisfied, the Holder may sell, transfer,
assign, pledge or otherwise dispose of this Warrant, in whole or in part. Holder
shall deliver a written notice to Company, substantially in the form of the
Assignment attached hereto as Exhibit B, indicating the person or persons to
whom the Warrant shall be assigned and the respective number of warrants to be
assigned to each assignee. The Company shall effect the assignment within five
(5) business days, and shall deliver to the assignee(s) designated by Holder a
Warrant or Warrants of like tenor and terms for the appropriate number of
shares.

            (c) Investment Intent. The Warrant and Common Stock issuable upon
conversion are intended to be held for investment purposes and not with an
intent to distribution, as defined in the Act.

      9. Benefits of this Warrant.

            Nothing in this Warrant shall be construed to confer upon any person
other than the Company and the Holder of this Warrant any legal or equitable
right, remedy or claim under this Warrant and this Warrant shall be for the sole
and exclusive benefit of the Company and the Holder of this Warrant.

      10. Applicable Law.

            This Warrant is issued under and shall for all purposes be governed
by and construed in accordance with the laws of the state of Nevada, without
giving effect to conflict of law provisions thereof.

      11. Loss of Warrant.

            Upon receipt by the Company of notice of the loss, theft,
destruction or mutilation of this Warrant, and upon surrender and cancellation
of this Warrant, if mutilated, the Company shall execute and deliver a new
Warrant of like tenor and date. If the holder of the Warrant faxes or delivers
an unsigned warrant along with a Warrant Exercise Form, and notifies Company at
such time that such original signed Warrant has been lost, stolen or destroyed,
Company shall issue to such holder the appropriate number of shares pursuant to
Section 3 herein.

12. Notices or Demands.

      Notices or demands pursuant to this Warrant to be given or made by the
Holder of this Warrant to or on the Company shall be sufficiently given or made
if sent either by Federal Express or other similar overnight delivery service,
or by certified or registered mail, return receipt requested, postage prepaid,
and addressed, until another address is designated in writing by the Company,
iExalt, Inc., 12000 Aerospace Avenue, Suite 110, Houston, Texas 77034,
Attention: President, Telephone No. (281) 460-8400, Telecopy No. (281) 922-4114.
Notices or demands pursuant to this Warrant to be given or made by the Company
to or on behalf of the Holder of this Warrant shall be sufficiently given or
made if sent either by Federal Express or other similar overnight delivery
service, or by certified or registered mail, return receipt requested, postage
prepaid, and addressed to President, Thompson Kernaghan & Co. Limited, address:
365 Bay Street, 10th Floor, Toronto, Ontario Canada M5H 2V2, Telephone No. (416)
860-8800, Telecopy No. (416) 860-9663, until another address is designated in
writing by Holder.

      IN WITNESS WHEREOF, this Warrant issued to Thompson Kernaghan & Co.
Limited is hereby executed and effective as of the date set forth below.

                 Effective as of December 11, 2000 iExalt, Inc.


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                                          By: /s/ Donald W. Sapaugh
                                              ----------------------------------

                                          Print Name: DONALD W. SAPAUGH

                                          Title: PRESIDENT


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<PAGE>

                                    EXHIBIT A

                                  EXERCISE FORM

                                TO: iExalt, Inc.
                        (or any successor named company)

      The undersigned hereby irrevocably exercises the right to purchase
____________ of the shares of Common Stock of IEXALT, INC., a Nevada
corporation, evidenced by the attached Warrant, and herewith makes payment of
the Exercise Price with respect to such shares in full (whether via the payment
of cash or by cashless exercise), all in accordance with the conditions and
provisions of said Warrant.

      The undersigned agrees not to offer, sell, transfer or otherwise dispose
of any of such Common Stock, except in accordance with the provisions of Section
8 of the Warrant, and consents that the following legend may be affixed to the
stock certificates for the Common Stock hereby subscribed for, if such legend is
applicable:

      "The securities represented hereby have not been registered under the
      Securities Act of 1933, as amended (the "Securities Act"), or any
      provincial or state securities law, and may not be sold, transferred,
      pledged, hypothecated or otherwise disposed of until either (i) a
      registration statement under the Securities Act and applicable provincial
      or state securities laws shall have become effective with regard thereto,
      or (ii) an exemption from registration under the Securities Act or
      applicable provincial or state securities laws is available in connection
      with such offer, sale or transfer."

      The undersigned requests that stock certificates for such shares be
issued, and a warrant representing any unexercised portion hereof be issued,
pursuant to the Warrant in the name of the Registered Holder and delivered to
the undersigned at the address set forth below:

Dated:

________________________________________________________________________
                         Signature of Registered Holder

________________________________________________________________________
                        Name of Registered Holder (Print)

________________________________________________________________________
                                     Address
________________________________________________________________________

________________________________________________________________________
                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered Holder
                        desiring to transfer the Warrant)

FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns and transfers unto the person or persons below named the right to
purchase _______ shares of the Common Stock of IEXALT, INC. evidenced by the
attached Warrant and does hereby irrevocably constitute and appoint
_______________________ attorney to transfer the said Warrant on the books of
the Company, with full power of substitution in the premises.


Dated:                                      ______________________________


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                                                          Signature

Fill in for new Registration of Warrant:

___________________________________
               Name

___________________________________
               Address

___________________________________
Please print name and address of assignee
(including zip code number)

_______________________________________________________________________

NOTICE

The signature to the foregoing Exercise Form or Assignment must correspond to
the name as written upon the face of the attached Warrant in every particular,
without alteration or enlargement or any change whatsoever.
================================================================================


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