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                                                                    Exhibit 4.15

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, is entered into as of February 23, 2001 (the
"Agreement"), by and among iExalt, Inc., a Nevada corporation (the
"Corporation"), and those purchasers listed on Exhibit A and/or the signature
page (each, a "Purchaser").

RECITALS

      A. Each Purchaser has received a Warrant (collectively, the "Warrants")
from the Corporation to purchase certain shares of common stock, par value $
 .001 per share, of the Corporation (the "Common Stock).

      B. The Corporation deems it desirable for the Corporation to grant certain
registration rights to the Purchasers in order to induce the Purchasers to make
a loan to the Corporation in partial consideration for receipt of the Warrants
and to specify in one agreement the relative registration rights of the
Corporation and the Purchasers.

AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recitals and the
parties' mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

      1.    Definitions. As used in this Agreement:

            (a) "Affiliate" means: (i) any Person directly or indirectly
      controlling, controlled by, or under common control with, another Person;
      (ii) any Person owning or controlling ten (10%) percent or more of the
      outstanding voting securities of another Person; (iii) any officer,
      director or partner of a Person; and (iv) if a Person is an officer,
      director or partner, any such company for which such Person acts in such
      capacity.

            (b) "Commission" means the Securities and Exchange Commission or any
      other federal agency at the time administering the Securities Act.

            (c) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, or any similar federal statute, and the rules and regulations of
      the Commission thereunder, all as the same shall be in effect from time to
      time.

            (d) "Holder" means Purchaser or any Affiliate thereof.

            (e) "Person" means a natural person, a partnership, a corporation, a
      limited liability company, an association, a joint stock company, a trust,
      a joint venture, an unincorporated organization or a governmental entity
      or any department, agency or political subdivision thereof.

            (f) "Registrable Shares" means at any time any Common Stock owned by
      any Holder which is or may be acquired through the exercise of the
      Warrants and any other shares of Common Stock issued in respect of such
      shares by way of a stock dividend or stock split, or in connection with a
      combination of shares, recapitalization, merger, consolidation or
      reorganization; provided, however, that shares of Common Stock shall cease
      to be Registrable Shares as soon as they are: (i) eligible for sale
      without restriction under Rule 144(k) of the Securities Act (provided that
      the Company's Secretary or transfer agent has removed all transfer
      restrictions and restrictive legends with respect to such Common Stock);
      (ii) sold or otherwise disposed of pursuant to a registration statement
      that was filed with the


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      Commission and declared effective under the Securities Act (provided that
      the Company's Secretary or transfer agent has removed all transfer
      restrictions and restrictive legends with respect to such Common Stock);
      (iii) sold, transferred or disposed of by a Holder to any Person that is
      not a Purchaser or an Affiliate of a Purchaser; or (iv) no longer
      outstanding.

            (g) "Registration Expenses" has the meaning ascribed to it in
      Section 5 of this Agreement.

            (h) "Securities Act" means the Securities Act of 1933, as amended,
      or any similar federal statute, and the rules and regulations of the
      Commission thereunder, all as the same shall be in effect from time to
      time.

      1A. Imminent Registration.

      As soon as possible after the Closing described in the Loan Agreement (the
"Closing"), the Corporation will file a registration statement covering (i)
Common Stock subject to Warrant rights held by Woodcrest Capital, L.L.C.
pursuant to section 1.4 of the Loan Agreement entered into this same date
between the Corporation and the Purchaser (the "Loan Agreement"), (ii) Common
Stock subject to Warrants rights held by Purchaser pursuant to section 2. of the
Warrant Agreement attached as Exhibit C to the Loan Agreement, and (iii) the
93,750 shares of Common Stock to be issued to Purchaser's counsel immediately
after Closing pursuant to Section 1.3 of the Loan Agreement. In addition, the
Company will use its best efforts to declare the Common Stock subject to such
Warrant rights and the Common Stock to be issued to Purchaser's counsel
effective as soon as possible. The Company must consummate [a] the filing of
such registration statement within 45 days of Closing, and [b] the declaration
that such underlying Common Stock is effective within 120 days of Closing.

      2. Demand Registrations.

            Requests for Registration

            (i) Upon written request of the Holders of a majority of the
Registrable Shares, the Corporation shall use its reasonable best efforts to
file within 45 days of such request a registration statement intended to effect
a registration pursuant to Rule 415 of the Securities Act on the appropriate
form with the Commission (the "Required Shelf"). The Corporation shall use its
best efforts to keep the registration statement associated with the Required
Shelf effective with the Commission for the shorter of (A) such time as all
securities that were Registrable Shares on the date hereof cease to be
Registrable Shares, or (B) the date that all the Registrable Shares have been
sold.

                  (ii) In addition to the registration required pursuant to
            Section 2(a)(i), the Purchasers may on an unlimited basis request
            registration of all or part of their Registrable Shares on Form S-3
            (or any other appropriate form registration); provided, however,
            that (A) the Corporation shall be required to register any
            Registrable Shares on Form S-1 (rather than Form S-3 or any similar
            short-form registration) pursuant to this Section 2(a)(ii) in the
            event that the Corporation is not eligible to effect registrations
            of its securities on Form S-3 (or any other appropriate form
            registration) prior to 45 days from the date of such request and (B)
            the Corporation shall be obligated to register Registrable Shares
            pursuant to this Section 2(a)(ii) no more than twice in any twelve
            month period,; and further provided that the Corporation shall not
            be obligated to register Registrable Shares pursuant to this Section
            2(a)(ii) if gross proceeds of such registered offering would be less
            than $250,000. The Corporation will use its best efforts to make
            registrations on Form S-3 (or any other appropriate form) or Form
            S-1 available for the sale of Registrable Shares. All registrations
            requested pursuant to Sections 2(a)(i) and (ii) are referred to
            herein as "Demand Registrations."

                  (iii) A registration will not count as a Demand Registration
            until it has become effective and unless the holders of Registrable
            Shares requesting such 75% of the Registrable


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            Shares requested to be included in such registration; provided that,
            in any event, the Corporation will pay all Registration Expenses in
            connection with any registration requested hereunder.

      3.    Piggyback Registrations.

            (a) Right to Piggyback. Whenever the Corporation proposes to
      register any of its securities under the Securities Act (other than the
      Secondary), and the registration form to be used may be used for the
      registration of Registrable Shares (a "Piggyback Registration"), the
      Corporation will give prompt written notice to all holders of Registrable
      Shares of its intention to effect such a registration (which notice shall
      be given not less than thirty (30) days prior to the date the registration
      statement is to be filed) and, subject to the terms hereof, will include
      in such registration all Registrable Shares with respect to which the
      Corporation has received written requests for inclusion therein within 15
      days after the receipt of the Corporation's notice.

            (b) Priority on Secondary Registrations. If a Piggyback Registration
      is an underwritten secondary registration on behalf of holders of the
      Corporation's securities, and the managing underwriters advise the
      Corporation in writing that in their opinion the number of securities
      requested to be included in such registration: (i) creates a substantial
      risk that the price per share in such registration will be materially and
      adversely affected; or (ii) exceeds the number which can reasonably be
      sold in such offering, then the Corporation will include in such
      registration (x) first, the securities requested to be included therein by
      the holders requesting such registration including those requested to be
      registered by the Corporation, (y) second, the Registrable Shares (which
      shall not included in clause (x) if the Corporation desires to sell
      securities in such offering) requested to be included in such registration
      which in such opinion of such underwriters can be sold, pro rata among the
      holders of such Registrable Shares on the basis of the number of
      Registrable Shares owned or deemed to be owned by such holders, and (z)
      third, other securities requested to be included in such registration;
      provided, however, that notwithstanding anything in this Section 3(b) to
      the contrary, every Piggyback Registration shall include at least thirty
      percent (30%) of the Registrable Shares requested to be included in such
      registration (which for purposes of this Section 3(b) shall include any
      Registrable Shares registered pursuant to clause (x) above).

            (c) Other Registrations. If the Corporation has previously received
      a request for a Demand Registration pursuant to Section 2 or has
      previously filed a registration statement with respect to Registrable
      Securities subject to this Section 3, and if such previous request or
      registration has not been withdrawn or abandoned, the Corporation will not
      file or cause to be effected any other registration of any of its equity
      securities or securities convertible or exchangeable into or exercisable
      for its equity securities under the Securities Act (except on Form S-4,
      Form S-8 or any successor forms), whether on its own behalf or at the
      request of any holder or holders of such securities, until a period of 6
      months has elapsed from the effective date of such Demand Registration or
      previous registration, as the case may be.

      4. Registration Procedures. Whenever the holders of Registrable Shares
have requested that any Registrable Shares be registered pursuant to this
Agreement, the Corporation will use its best efforts to effect the registration
of such Registrable Shares in accordance with the intended method of disposition
thereof, and pursuant thereto the Corporation will as expeditiously as possible:

            (a) prepare and file with the Commission a registration statement
      with respect to such Registrable Shares and use all reasonable efforts to
      cause such registration statement to become and remain effective for such
      period as may be reasonably necessary to effect the sale of such
      securities, not to exceed the period specified in Section 2(a)(i);

            (b) prepare and file with the Commission such amendments and
      supplements to such registration statement and the prospectus used in
      connection therewith as may be necessary to keep such registration
      statement effective for a period of not less than the period specified in
      Section 2(a)(i) and comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by


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      such registration statement during such period in accordance with the
      intended methods of disposition by the Holders thereof set forth in such
      registration statement;

            (c) furnish to each Holder of Registrable Shares and the
      underwriters of the securities being registered such number of copies of
      such registration statement, each amendment and supplement thereto, the
      prospectus included in such registration statement (including each
      preliminary prospectus) and such other documents as such Holder or
      underwriters may reasonably request in order to facilitate the disposition
      of the Registrable Shares owned by such Holder or the sale of such
      securities by such underwriters;

            (d) use its best efforts to register or qualify such Registrable
      Shares under such other securities or blue sky laws of such jurisdictions
      as any Holder reasonably requests and do any and all other acts and things
      which may be reasonably necessary or advisable to enable such Holder to
      consummate the disposition in such jurisdictions of the Registrable Shares
      owned by such Holder (provided, however, that the Corporation will not be
      required to (i) qualify generally to do business in any jurisdiction where
      it would not otherwise be required to qualify but for this subparagraph,
      or (ii) consent to general service of process in any such jurisdiction);

            (e) cause all such Registrable Shares to be listed or authorized for
      quotation on each securities exchange or automated quotation system on
      which similar securities issued by the Corporation are then listed or
      quoted;

            (f) provide a transfer agent and registrar for all such Registrable
      Shares not later than the effective date of such registration statement;

            (g) enter into such customary agreements (including underwriting
      agreements in customary form) and take all such other actions as the
      Holders of a majority of the Registrable Shares being sold or the
      underwriters, if any, reasonably request in order to expedite or
      facilitate the disposition of such Registrable Shares;

            (h) make available for inspection by the Holder of Registrable
      Shares, any underwriter participating in any disposition pursuant to such
      registration statement, and any attorney, accountant or other agent
      retained by any such Holder or underwriter, all financial and other
      records, pertinent corporate documents and properties of the Corporation,
      and cause the Corporation's officers, directors, employees and independent
      accountants to supply all information reasonably requested by any such
      Holder, underwriter, attorney, accountant or agent in connection with the
      preparation of such registration statement;

            (i) notify each Holder of such Registrable Shares, promptly after it
      shall receive notice thereof, of the time when such registration statement
      has become effective or a supplement to any prospectus forming a part of
      such registration statement has been filed;

            (j) notify each Holder of such Registrable Shares of any request by
      the Commission for the amending or supplementing of such registration
      statement or prospectus or for additional information;

            (k) prepare and file with the Commission, promptly upon the request
      of any Holder of such Registrable Shares, any amendments or supplements to
      such registration statement or prospectus which, in the opinion of counsel
      selected by the Holders of a majority of the Registrable Shares being
      registered, is required under the Securities Act in connection with the
      distribution of Registrable Shares by such Holder;

            (l) prepare and promptly file with the Commission, and promptly
      notify each Holder of such filing, such amendment or supplement to any
      registration statement or prospectus as may be necessary to correct any
      statements or omissions in a registration statement or prospectus relating
      to any Registrable Shares if any event shall have occurred which had the
      effect of making such registration statement or prospectus include an
      untrue statement of a material fact, or omit a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading;


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            (m) advise each Holder of such Registrable Shares, promptly after it
      shall receive notice or obtain knowledge thereof, of the issuance of any
      stop order by the Commission suspending the effectiveness of such
      registration statement or the initiation or threatening of any proceeding
      for such purpose, and promptly use its best efforts to prevent the
      issuance of any stop order or to obtain its withdrawal if such stop order
      should be issued;

            (n) at least forty-eight hours prior to the filing of any
      registration statement or prospectus (or any amendment or supplement to
      such registration statement or prospectus), furnish a copy thereof to each
      Holder of such Registrable Shares and refrain from filing any such
      registration statement, prospectus, amendment or supplement to which
      counsel selected by the Holders of a majority of the Registrable Shares
      being registered shall have objected on the grounds that such amendment or
      supplement does not comply in all material respects with the requirements
      of the Securities Act;

            (o) at the request of any Holder of such Registrable Shares in
      connection with an underwritten offering, furnish on the date or dates
      provided for in the underwriting agreement: (i) an opinion of counsel,
      addressed to the underwriters and the Holders of Registrable Shares,
      covering such matters as such underwriters and Holders may reasonably
      request and as are customarily covered by the issuer's counsel in an
      underwritten offering; and (ii) a letter or letters from the independent
      certified public accountants of the Corporation addressed to the
      Corporation, underwriters and the Holders of Registrable Shares, covering
      such matters as such underwriters and Holders may reasonably request and
      as are customarily covered in accountants' letters in connection with an
      underwritten offering; and

            (p) otherwise use its best efforts to comply with the provisions of
      the Securities Act with respect to the disposition of all securities
      covered by such registration statement in accordance with the intended
      method of disposition.

            (q) Each Holder of Registrable Shares that sells Registrable Shares
      pursuant to a registration under this Agreement agrees as follows:

                  (i) Such Holder shall: (A) cooperate as reasonably requested
            by the Corporation with the Corporation in connection with the
            preparation of the registration statement, and for so long as the
            Corporation is obligated to file and keep effective the registration
            statement, and (B) shall provide to the Corporation, in writing, for
            use in the registration statement, all such information regarding
            such Holder and its plan of distribution of the Registrable Shares
            as may be reasonably necessary to enable the Corporation to prepare
            the registration statement and prospectus covering the Registrable
            Shares, to maintain the currency and effectiveness thereof, and to
            otherwise comply with all applicable requirements of law in
            connection therewith.

                  (ii) During such time as such Holder may be engaged in a
            distribution of the Registrable Shares, such Holder shall comply
            with Regulation M promulgated under the Exchange Act and pursuant
            thereto it shall, among other things: (A) not engage in any
            stabilization activity in connection with the securities of the
            Corporation in contravention of such regulation; (B) distribute the
            Registrable Shares under the registration statement solely in the
            manner described in the registration statement; and (C) cease
            distribution of such Registrable Shares pursuant to such
            registration statement upon receipt of written notice from the
            Corporation that the prospectus covering the Registrable Shares
            contains any untrue statement of a material fact or omits a material
            fact required to be stated therein or necessary to make the
            statements therein not misleading.

            (r) In the event that any public offering pursuant to this Agreement
      shall involve, in whole or in part, an underwritten offering, the
      Corporation shall have the right to designate an underwriter or
      underwriters as the lead or managing underwriters of such underwritten
      offering who shall be reasonably acceptable to Holders owning a majority
      of the Registrable Shares proposed to be sold therein.


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            (s) Notwithstanding any other provision of this Agreement to the
      contrary, upon a request for a Demand Registration or if at any time while
      the Required Shelf is effective, the Corporation provides written notice
      to each Holder that in the Corporation's good faith and reasonable
      judgment it would be materially disadvantageous to the Corporation because
      the sale of Registrable Shares covered by or to be covered by such
      registration statement or the disclosure of information therein or in any
      related prospectus or prospectus supplement would materially interfere
      with any acquisition, financing or other material event or transaction in
      connection with which a registration of securities under the Securities
      Act for the account of the Corporation is then intended or the public
      disclosure of which at the time would be materially prejudicial to the
      Corporation (a "Disadvantageous Condition") for sales of Registrable
      Shares thereunder to then be permitted, and setting forth the general
      reasons for such judgment, then the Corporation may refrain from filing
      the registration statement for the Demand Registration or maintaining
      current the prospectus contained in the Shelf Registration until such
      Disadvantageous Condition no longer exists (notice of which the
      Corporation shall promptly deliver to each Holder). Furthermore,
      notwithstanding anything else contained in this Agreement, with respect to
      any registration statement filed, or to be filed, pursuant to Section 2,
      if the Corporation provides written notice to each Holder that in the
      Corporation's good faith and reasonable judgment it would be materially
      disadvantageous to the Corporation (because of a Disadvantageous
      Condition) for such a registration statement to be maintained effective,
      or to be filed and become effective, and setting forth the general reasons
      for such judgment, the Corporation shall be entitled to cause such
      registration statement to be withdrawn or the effectiveness of such
      registration statement terminated, or, in the event no registration
      statement has yet been filed, shall be entitled not to file any such
      registration statement, until such Disadvantageous Condition no longer
      exists (notice of which the Corporation shall promptly deliver to each
      Holder). With respect to each Holder, upon the receipt by such Holder of
      any such notice of a Disadvantageous Condition in connection with the
      Required Shelf Registration (a) such Holder shall forthwith discontinue
      use of the prospectus and any prospectus supplement under such
      registration statement and shall suspend sales of Registrable Shares until
      such Disadvantageous Condition no longer exists and (b) if so directed by
      the Corporation by notice as aforesaid, such Holder will deliver to the
      Corporation all copies, other than permanent filed copies then in such
      Holder's possession, of the prospectus and prospectus supplements then
      covering such Registrable Shares at the time of receipt of such notice as
      aforesaid. Notwithstanding anything else contained in this Agreement, (a)
      the maintaining current of a prospectus (and the suspension of sales of
      Registrable Shares) in connection with the Required Shelf may not be
      delayed or withdrawn under this Section 3 for more than a total of 60 days
      in any six-month period and (b) that the Corporation may not otherwise
      utilize this deferral, termination or withdrawal right more than once in
      any twelve-month period. In the event of any such withdrawal contemplated
      hereunder, then, upon the first to occur of the abatement of the
      Disadvantageous Condition or the elapsing of the period contained in the
      preceding sentence, the Corporation shall promptly, at its own expense,
      take all action to make effective any such withdrawn item pursuant to the
      terms of Section 2.

      5.    Registration Expenses.

            (a) All expenses incident to the Corporation's performance of or
      compliance with this Agreement, including, without limitation, all
      registration and filing fees, fees of transfer agents and registrars, fees
      and expenses of compliance with securities or blue sky laws, fees of the
      National Association of Securities Dealers, Inc., printing expenses, fees
      and disbursements of counsel for the Corporation, fees and expenses of the
      Corporation's independent certified public accountants, and the fees and
      expenses of any underwriters and other Persons retained by the Corporation
      (but excluding all underwriting discounts and commissions, selling or
      placement agent or brokers fees' and commissions, and transfer taxes, if
      any, attributable to the Registrable Shares included in such registration,
      which discounts, commissions and fees shall be paid by the Holders), will
      be borne by the Corporation. (All such expenses being herein called
      "Registration Expenses"). In addition, the Corporation will pay its
      internal expenses (including, without


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      limitation, all salaries and expenses of its officers and employees
      performing legal or accounting duties), the expense of any annual audit or
      quarterly review, the expense of any liability insurance obtained by the
      Corporation, and the expenses and fees for listing or authorizing for
      quotation the securities to be registered on each securities exchange or
      automated quotation system on which any shares of common stock are then
      listed or quoted.

            (b) In connection with the Demand Registration described in Section
      2(a)(i) effected pursuant to this Agreement, the Corporation will
      reimburse the Holders of Registrable Shares covered by such registration
      for the reasonable fees and disbursements of one counsel for the Holders
      chosen by the Holders of a majority of such Registrable Shares, which fees
      and disbursements shall not exceed $15,000.

      6.    Indemnification.

            (a) The Corporation agrees to indemnify, to the fullest extent
      permitted by law, each seller of Registrable Shares, its officers and
      directors and each Person who controls such seller (within the meaning of
      the Securities Act or the Exchange Act) against any and all losses,
      claims, damages, liabilities and expenses (including, without limitation,
      attorneys' fees except as limited by Section 6(c)) caused by any untrue or
      alleged untrue statement of a material fact contained in any registration
      statement, prospectus or preliminary prospectus or any amendment thereof
      or supplement thereto or any omission or alleged omission of a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading, except insofar as the same are caused by or
      contained in any information furnished in writing to the Corporation or
      any underwriter by such seller expressly for use therein. In connection
      with an underwritten offering, the Corporation will indemnify such
      underwriters, their officers and directors and each Person who controls
      such underwriters (within the meaning of the Securities Act or the
      Exchange Act) to the same extent as provided above with respect to the
      indemnification of the sellers of Registrable Shares and in connection
      therewith the Corporation shall enter into an underwriting agreement in
      customary form containing such provisions for indemnification and
      contribution as shall be reasonably requested by the underwriters. The
      reimbursements required by this Section 6(a) will be made by periodic
      payments during the course of the investigation or defense, as and when
      bills are received or expenses incurred.

            (b) In connection with any registration statement in which a seller
      of Registrable Shares is participating, each such seller will furnish to
      the Corporation in writing such information and affidavits as the
      Corporation reasonably requests for use in connection with any such
      registration statement or prospectus and, to the fullest extent permitted
      by law, will indemnify the Corporation, its directors and officers and
      each Person who controls the Corporation (within the meaning of the
      Securities Act) against any and all losses, claims, damages, liabilities
      and expenses (including, without limitation, attorneys' fees except as
      limited by Section 6(c)) caused by any untrue or alleged untrue statement
      of a material fact contained in the registration statement, prospectus or
      preliminary prospectus or any amendment thereof or supplement thereto or
      any omission or alleged omission of a material fact required to be stated
      therein or necessary to make the statements therein not misleading, but
      only to the extent that such untrue statement or omission is contained in
      any information or affidavit so furnished in writing to the Corporation or
      any underwriter by such seller; provided, that, the obligation to
      indemnify will be several, not joint and several, among such sellers of
      Registrable Shares, and the liability of each such seller of Registrable
      Shares will be limited to the net amount received by such seller from the
      sale of Registrable Shares pursuant to such registration statement. The
      reimbursements required by this Section 6(b) will be made by periodic
      payments during the course of the investigation or defense, as and when
      bills are received or expenses incurred.

            (c) Any Person entitled to indemnification hereunder will: (i) give
      prompt written notice to the indemnifying party of any claim with respect
      to which it seeks indemnification (provided that the failure to give such
      notice shall not limit the rights of such Person except to the extent such
      failure to give notice shall materially prejudice the rights of the
      indemnifying party); and (ii) unless in such indemnified party's
      reasonable judgment (with written advice of counsel) a conflict of
      interest between such


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      indemnified and indemnifying parties may exist with respect to such claim,
      permit such indemnifying party to assume the defense of such claim with
      counsel reasonably satisfactory to the indemnified party. If such defense
      is assumed, the indemnifying party will not be subject to any liability
      for any settlement made by the indemnified party without its consent (but
      such consent will not be unreasonably withheld). An indemnifying party who
      is not entitled to, or elects not to, assume the defense of a claim will
      not be obligated to pay the fees and expenses of more than one counsel for
      all parties indemnified by such indemnifying party with respect to such
      claim, unless in the reasonable judgment (with written advice of counsel)
      of any indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties with respect
      to such claim.

            (d) Each party hereto agrees that, if for any reason the
      indemnification provisions contemplated by Section 6(a) or Section 6(b)
      are unavailable to or insufficient to hold harmless an indemnified party
      in respect of any losses, claims, damages, liabilities or expenses (or
      actions in respect thereof) referred to therein, then each indemnifying
      party shall contribute to the amount paid or payable by such indemnified
      party as a result of such losses, claims, damages, liabilities or expenses
      (or actions in respect thereof) in such proportion as is appropriate to
      reflect the relative fault of the indemnifying party and the indemnified
      party as well as any other relevant equitable considerations. The relative
      fault of such indemnifying party and indemnified party shall be determined
      by reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or omission or alleged omission to state a
      material fact relates to information supplied by such indemnifying party
      or indemnified party, and the parties' relative intent, knowledge, access
      to information and opportunity to correct or prevent such statement or
      omission. The parties hereto agree that it would not be just and equitable
      if contribution pursuant to this Section 6(d) were determined by pro rata
      allocation (even if the holders or any underwriters or all of them were
      treated as one entity for such purpose) or by any other method of
      allocation which does not take account of the equitable considerations
      referred to in this Section 6(d). The amount paid or payable by an
      indemnified party as a result of the losses, claims, damages, liabilities
      or expenses (or actions in respect thereof) referred to above shall be
      deemed to include any legal or other fees or expenses reasonably incurred
      by such indemnified party in connection with investigating or, except as
      provided in Section 6(c), defending any such action or claim.
      Notwithstanding the provisions of this Section 6(d), no seller shall be
      required to contribute an amount greater than the dollar amount of the
      proceeds received by such seller with respect to the sale of any
      Registrable Shares. No person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be
      entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation. The sellers' obligations in this Section
      6(d) to contribute shall be several in proportion to the amount of
      Registrable Shares registered by them and not joint.

            (e) The indemnification and contribution provided for under this
      Agreement will remain in full force and effect regardless of any
      investigation made by or on behalf of the indemnified party or any
      officer, director or controlling Person of such indemnified party.

      7. Compliance with Rule 144. In the event that the Corporation: (a)
registers a class of securities under Section 12 of the Exchange Act; or (b)
commences to file reports under Section 13 or 15(d) of the Exchange Act, then
the Corporation shall (i) make and keep public information available, as those
terms are understood and defined in Rule 144 of the Commission, (ii) file with
the Commission in a timely manner all reports and other documents required of
the Corporation under the Securities Act and the Exchange Act, and (iii) at the
request of any Holder who proposes to sell securities in compliance with Rule
144, forthwith furnish to such Holder a written statement of compliance with the
reporting requirements of the Commission as set forth in Rule 144 and make
available to the public and such Holder such information as will enable the
Holder to make sales pursuant to Rule 144.

      8. Participation in Underwritten Registrations. No Person may participate
in any registration hereunder which is underwritten unless such Person: (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements; and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


                                       8
<PAGE>

      9. No Inconsistent Agreements. The Corporation will not hereafter enter
into any agreement with respect to its securities which materially diminishes,
in the reasonable judgement of the Holders of a majority of the Registrable
Shares, the rights granted to the Holders of the Registrable Shares in this
Agreement.

      10. Remedies. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement, and
to exercise all other rights granted by law.

      11. Amendments and Waivers. Except as otherwise expressly provided herein,
the provisions of this Agreement may be amended or waived at any time only by
the written agreement of the Corporation and the Holders of at least 50% of the
Registrable Shares; provided that any such amendment or waiver shall apply
equally to all Holders of Registrable Shares. Any waiver, permit, consent or
approval of any kind or character on the part of any such holders of any
provision or condition of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in writing.

      12. Successors and Assigns. This Agreement and the rights and obligations
hereunder may not be assigned or delegated with the prior written consent of the
other parties, which consent shall not be unreasonably withheld or delayed,
except that a Purchaser may assign this Agreement and all rights and
responsibilities of such Purchaser hereunder to an Affiliate without any written
consent. However, any successor, permitted assign or Holder to have the benefits
of this Agreement must, at the request of the Corporation or any other
Purchaser, agree to be bound by the terms hereof.

      13. Final Agreement. This Agreement constitutes the final agreement of the
parties concerning the matters referred to herein, and supersedes all prior
agreements and understandings.

      14. Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

      15. Descriptive Heading. The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.

      16. Notices. Any notices required or permitted to be sent hereunder shall
be delivered personally or mailed, certified mail, return receipt requested, or
delivered by overnight courier service to the following addresses, or such other
addresses as shall be given by notice delivered hereunder, and shall be deemed
to have been given upon delivery, if delivered personally, three business days
after mailing, if mailed, or one business day after delivery to the courier, if
delivered by overnight courier service. Notices to the Holders of Registrable
Shares shall be sent to the addresses set forth on the stock record books of the
Corporation.

      17. GOVERNING LAW. THE VALIDITY, MEANING AND EFFECT OF THIS AGREEMENT
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT REFERENCE TO THE
CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF TEXAS. THE EXCLUSIVE VENUE FOR
RESOLUTION, MEDIATION, ARBITRATION OR LITIGATION OF ALL DISPUTES, CLAIMS, OR
CAUSES ARISING OUT OF OR IN CONNECTION WITH AGREEMENT SHALL BE TARRANT COUNTY,
TEXAS.

      18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument. Each
party shall receive a duplicate original of the counterpart copy or copies
executed by it and the Corporation.


                                       9
<PAGE>

      20. Attorneys' Fees. In the event of any action, arbitration or suit based
upon or arising out of any actual or alleged breach by any party of any
representation, warranty, covenant or agreement in this Agreement, the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
expenses of such action, arbitration or suit from the other party, in addition
to any other relief ordered by any proper arbitration proceeding or court.

      IN WITNESS WHEREOF, this Registration Rights Agreement has been executed
on the date first set forth above.

                                   iEXALT, INC., a Nevada corporation


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


                                   Woodcrest Capital II Limited Partnership,
                            A Texas Limited Partnership


                                   By: /s/James A. Ryffel
                                       ------------------
                                           James A. Ryffel, Manager
                            Woodcrest Capital,  L.L.C., general partner


                            Woodcrest Capital, L.L.C.,
                            A Texas Limited Liability Company


                            By: /s/James A. Ryffel
                                ------------------
                                    James A. Ryffel, Manager


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