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                                                                   EXHIBIT 4.20

                                November 1, 2001

Mr. Donald W. Sapaugh
iExalt, , Inc.
12000 Aerospace Drive, Suite 375
Houston, Texas  77034

Mr. Donald Sapaugh
12000 Aerospace Drive, Suite 375
Houston, Texas  77034

PremierCare, LLC
12000 Aerospace Drive, Suite 375
Houston, Texas  77034

      Re:   Amended and Restated Convertible Debenture dated effective February
            15, 2001, executed by iExalt, Inc.("iExalt" or the "Company") in
            favor of Ignatius Leonards ("Leonards"), in the principal amount of
            $180,000, said debenture being convertible into fully paid and
            non-assessable shares of the common stock of iExalt, $0.01 par
            value, as more particularly described therein (the "Debenture");

            Amended and Restated Warrant dated effective February 15, 2001,
            issued by iExalt in the name of Leonards, pursuant to which Leonards
            may purchase up to 1,000,000 fully paid and non-assessable shares of
            the common stock of iExalt, $0.01 par value, at $0.11 per share (the
            "Warrant");

            Registration Rights Agreement dated as of February 15, 2001, by and
            between Leonards and iExalt (the "Registration Rights Agreement");

            Guaranty dated February 15, 2001, executed by Donald W. Sapaugh
            ("Sapaugh"), as guarantor, in favor of Leonards irrevocably
            guaranteeing the full and faithful payment and performance of the
            obligations of iExalt under the Debenture (the "Guaranty");

            Security Agreement dated February 15, 2001, executed by PremierCare,
            LLC ("PremierCare") as debtor, and Leonards, as secured party (the
            "Security Agreement") wherein PremierCare has granted Leonards a
            first lien and security interest in and to all existing and future
            accounts receivable and other property as more particularly
            described therein; and

            Ratification and Reaffirmation Agreement dated February 15, 2001,
            between Sapaugh, PremierCare, iExalt and Leonards (the
            "Ratification").


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            The above-described Debenture, Warrant, Registration Rights
            Agreement, Guaranty, Security Agreement and Ratification are
            incorporated by reference herein as if set forth verbatim.

Gentlemen:

      iExalt has requested that I loan the Company the sum of FIFTY THOUSAND AND
NO/100 DOLLARS ($50,000.00) (the "Loan") pending the sale by PremierCare of
certain assets to UMC Ten Broeck, Inc. (the "Transaction"). I agree to loan the
Company this amount on the following terms and conditions:

1.     As a precondition to the funding of the Loan iExalt shall cause the
Transaction documents to provide that all funds from the closing and funding of
the Transaction will be deposited into a designated account at Planters Bank
which will require the signatures of both Leonards and Sapaugh for any
transaction. All proceeds of the Transaction will be deposited into such
account.

2.     As a further precondition to the funding of the Loan iExalt shall execute
and deliver to Leonards a promissory note payable to the order of Leonards in
the original principal amount of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00),
bearing interest at the rate of 14% per annum and being due and payable on the
earlier to occur of i) the closing and funding of the Transaction or ii) per
terms of the promissory note (the "Note").

      a.    The Guaranty and Security Agreement are hereby amended to include
      the full and faithful performance of the Note as a part of the obligations
      secured thereby.

      b.    All funds from the closing and funding of the Transaction will be
      released upon the full payment and satisfaction of the Note and payment of
      the sum of $3100.00 to Leonards as reimbursement of attorneys fees
      incurred by Leonards.

3.    The Warrant is hereby amended to add an additional 500,000 fully paid and
non-assessable shares of the common stock of the Company, $0.01 par value, to
the "Warrant Shares", as defined in the Warrant. The Warrant is further hereby
amended to reduce the "Exercise Price" as defined in the Warrant from $0.11 to
$0.05 per Warrant Share.

4.    The Debenture is hereby amended to reduce the "Conversion Price", as
defined in the Debenture, from $0.11 to $0.05 per share.

5.    The Registration Rights Agreement is hereby amended to reflect the
addition of 500,000 shares of additional 500,000 fully paid and non-assessable
shares of the common stock of the Company to the "Warrant Shares", as defined in
the Warrant.

6.    The Ratification is hereby amended to ratify and affirm the amendments to
the Warrant, Debenture, Security Agreement and Guaranty made herein.


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7.    Except as specifically amended herein, all terms of the Debenture,
Warrant, Security Agreement, Registration Rights Agreement, Ratification and
Guaranty shall remain in full force and effect. Specifically, but without
limitation, all payments under the Debenture will be made as scheduled. Nothing
in this agreement represents or shall be deemed or construed to represent any
release or waiver of rights of Leonards under the Debenture, Warrant, Security
Agreement, Registration Rights Agreement, Ratification and Guaranty.

8.    At the request of Leonards, iExalt will immediately execute and deliver
such other and further documents as requested by Leonards, including, but not
limited to, an amended Warrant, amended Debenture, amend Registration Rights
Agreement, amended Ratification, amended Guaranty and amended Security
Agreement, as may in the sole determination of Leonards be necessary or
appropriate to effectuate and evidence this agreement.

9.    At the request of iExalt, Leonards will consider loaning additional funds
up to a maximum of Two Hundred Thousand Dollars ($200,000.00) to iExalt upon the
same terms and conditions as set forth herein. Such additional loan, if any,
shall be made at the sole and complete discretion of Leonards and nothing in
this letter agreement shall create or imply or be construed to create or imply
any duty or obligation on the part of Leonards to make any additional loans
whatsoever under any circumstances to iExalt.

If the foregoing is consistent with your understanding and agreement, please
execute where indicated below. Upon execution of this letter agreement by all
parties hereto, this letter agreement shall be a valid and binding agreement
between the parties.

The parties hereto agree that this letter agreement may be executed in one or
more counterparts each of which together shall constitute one and the same
instrument. Furthermore, the parties agree that this letter agreement may be
executed by the facsimile signature of any party hereto and any such facsimile
signature shall be deemed an ink-signed original for all purposes.


                                          /s/ Ignatius Leonards
                                          ---------------------
                                          Ignatius Leonards

Agreed and Accepted:

iExalt, Inc.

/s/ Donald W. Sapaugh
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Donald W. Sapaugh, President

/s/ Donald W. Sapaugh
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Donald W. Sapaugh, Individually


PremierCare, LLC


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By: /s/ Charles Caperton
   -------------------------------
Name:  Charles Caperton
Title: President/COO


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