EXHIBIT 2.2

                            ASSET PURCHASE AGREEMENT



     iExalt,  Inc.,  a  Nevada  Corporation,  12000  Aerospace  Ave,  Suite 375,
Houston,  Texas 77034, (the "Seller"), and Kingdom Ventures, Inc.,1045 Stephanie
Way,  Minden, NV, 89423, a Nevada corporation,  (the "Buyer"), hereby enter into
the transaction described below on this the 3rd day of February, 2003 and  agree
as  follows:

     ARTICLE  1.  PURCHASE  AND  SALE  OF  ASSETS


     1.01.  ASSETS  BEING  PURCHASED. Seller shall sell to Buyer and Buyer shall
purchase from Seller on the terms specified in this Agreement all the intangible
and tangible assets of Seller related solely to the assets identified in Exhibit
1.01  attached  hereto,  generally  described  as the urls and name likeness and
image  of  "iExalt"  ("Assets").

     1.02. PURCHASE PRICE.  Buyer shall pay to Seller on Closing (as hereinafter
defined)  ten  thousand  dollars  ($10,000),  and  a contingent payment of forty
thousand dollars ($40,000) ("Contingent") to be paid by Buyer based upon certain
conditions  defined  below.

     1.03.  CLOSING.  The sale and purchase described in this Agreement shall be
consummated  on  or  before February 15, 2003 ("Closing" or "Closing Date"). The
payment  of  the  Purchase  Price shall be one thousand dollars ($1,000) paid at
Closing,  nine  thousand  dollars ($9,000) upon receipt by Buyer from the domain
transfer  agent,  with an additional forty thousand dollars ($40,000) to be paid
not  later  than August 31, 2003, based upon either of the following performance
objectives  being  met:

          a.  Pageviews not less than 500,000 for the month ending July 31, 2003
or  August  31,  2003

          b.  Unique  visitors  exceeding  100,000 for the month ending July 31,
2003,  or  August  31,  2003


ARTICLE  2.  REPRESENTATIONS  AND WARRANTIES BY SELLER, TO THE BEST KNOWLEDGE OF
THE  SELLER

     2.01.  TITLE TO ASSETS.  Seller has good and marketable title to all Assets
covered  by  this  Agreement.  Seller's title to all assets is free and clear of
any  liens,  encumbrances,  or  other  defects.

     2.02.  AUTHORITY  TO SELL. Seller has complied with all the requirements of
any applicable law of the State of Texas, or the State of Nevada relative to the
sale of Assets described in this Agreement and that prior to Closing, all of the
consents  and  approvals  that  may be required by law or by agreements to which
Seller  may  be  a  party  will  be  obtained.


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     2.03.  LIABILITIES. The Buyer does not accept, acquire or become liable for
any  liability  of  the  Seller  or  any  current liability related to any asset
purchased  hereunder.

     2.04.  DEFAULTS  AND  VIOLATIONS.  Seller  is  not  in  default or material
violation  of  any  contracts,  agreements,  leases,  or  other  instruments  or
obligations  to be sold and transferred to Buyer pursuant to this Agreement, and
this  Agreement  and  the  purchase  and sale to be consummated pursuant to this
Agreement  will  not  create  or  cause  a  default or material violation of any
contract,  agreement,  lease or other instrument to which Seller may be a party.

     2.05.  LITIGATION.  To  the  knowledge  of  the  Seller,  there  is  now no
litigation pending against Seller of which Seller or its officers are aware that
will,  might, or could affect consummation of the purchase and sale described in
this  Agreement  or  the  transfer  of  title  of  any of the Assets in good and
marketable  condition  to  Buyer.

     2.06.  SURVIVAL OF WARRANTIES. Seller agrees that all warranties made by it
in  this  Agreement  shall  survive  the  Closing.

                         ARTICLE 3. WARRANTIES OF BUYER

     Buyer  represents  and  warrants  as  follows:

     3.01.  DUE ORGANIZATION. Buyer is a corporation duly organized and existing
under the General Corporation Law of the State of Nevada and that its power as a
corporation  has  never  been  and  is  not  now  suspended.

     3.02.  AUTHORITY  TO BUY. This Agreement has been approved by Buyer's Board
of  Directors  and  that  Buyer has full power and authority to both execute and
perform  this  contract.


     ARTICLE  4.  OPERATION  OF  BUSINESS

     4.01.  SELLER  TO  CONTINUE  BUSINESS.  Seller shall continue to manage the
Assets  in  the normal course until the Final Closing.  Any and all risk of loss
or damages to the Assets during such period from any and all causes shall be the
risk  of  the  Seller.

     4.02.  PRORATIONS  OF COSTS. All expenses paid and incurred related to this
transaction  shall  be  paid  by  the  party  incurring the expense. The Parties
anticipate no proration of expenses such as pre-paid expenses or property taxes,
nor  do  the  Parties  anticipate  that  sales  or  use  tax  will apply to this
transaction.

     4.03. ALLOCATION OF THE PURCHASE PRICE. The Parties agree that the purchase
price  shall  be  allocated  as  to  goodwill.


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                  ARTICLE 5. CONDITIONS TO BUYER'S PERFORMANCE

     Absent  a  waiver  in  writing,  all  obligations  of  the Buyer under this
Agreement  are  subject to satisfaction of the following conditions on or before
the  Closing  Date:

     5.01.  PERFORMANCE  BY  SELLER.  Seller shall have performed, satisfied and
complied  with  all  covenants,  agreements,  and  conditions  required  by this
Agreement to be performed or complied with by them, or any of them, on or before
the  Closing  Date.

     5.02. REPRESENTATIONS AND WARRANTIES TRUE AS OF THE CLOSING DATE. Except as
otherwise  permitted  by  this  Agreement, all representations and warranties by
Seller  in  this Agreement shall be true on and as of the Closing Date as though
made  at  that  time.

     5.03. THIRD PARTY CONSENTS. All consents and approvals required to be given
by  third  parties  shall have been obtained and Buyer shall have been furnished
with  appropriate  evidence reasonably satisfactory to it and its counsel of the
granting  of  such  consents  and  approvals.

     5.04.  ABSENCE  OF  LITIGATION.  No  action, suit, or proceeding before any
court  or  any  governmental  body  or  authority, pertaining to the transaction
contemplated  by  this  Agreement,  or  to  its  consummation,  shall  have been
instituted  or  threatened  on  or  before  the  Closing  Date.



                          ARTICLE 6. SELLER'S COVENANTS

     6.01.  COVENANT NOT TO COMPETE.  Seller will execute prior to the Closing a
covenant  not  to  compete  in  the  form  as  set  forth  in  Schedule  6.01.

     6.02.  RELINQUISHMENT OF NAME. Seller shall cause itself and all others who
currently  are  using  trade names, service marks or other intellectual property
rights  related  to  the operation of the Assets purchased and solely limited to
the  Assets,  to  relinquish  the  use  of  any  names, as soon as is reasonably
appropriate,  but  not  later  than August 31, 2003, by all appropriate acts and
filings  as  may  be  required  with various state and local authorities, and to
acknowledge that Seller and all other persons have no rights with respect to the
use  and  exploitation  of such trade names. It is understood that the corporate
entity  "iExalt,  Inc."  may  continue to use such name until such time as it is
abandoned or replaced via a charter amendment. Seller agrees to execute whatever
documents  necessary  for the timely transfer of the servicemark, name, likeness
or  image.



                         ARTICLE 7. INDEMNITY AGREEMENT

     7.01.  SELLER'S  INDEMNITY.  Except as otherwise expressly provided in this
Agreement  or  any attachment to this Agreement, Seller shall indemnify and hold
Buyer  and  the  property of Buyer, including the Assets, free and harmless from


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any  and all claims, liability, loss, damage, or expense resulting from Seller's
ownership  of the Assets, including any claim, liability, loss or damage arising
by  reason  of the injury to or death of any person or persons, or the damage of
any  property,  caused by Seller's negligent use of the Assets, or the condition
of  the  Assets  when owned by Seller.  Provided, however, Seller shall incur no
liability  under  this  section until and unless the aggregate amount of any and
all  claims,  liability,  loss,  damage,  or  expense  equals or exceeds $5,000.

     7.02.  BUYER'S INDEMNITY. Except as otherwise provided in this Agreement or
any attachment to this Agreement, Buyer shall indemnify and hold Seller free and
harmless  from  any  and  all  claims,  liabilities,  loss,  damage,  or expense
resulting  from  Buyer's acts or omissions to act after the Closing Date as they
relate to the assets Purchased and liabilities assumed by Buyer pursuant to this
Agreement  and  the  negligent  operation  of  the  Assets  after  Closing.


                    ARTICLE 8. TERMINATION DEFAULT REMEDIES

     8.01.  TERMINATION.   If  either Buyer or Seller materially defaults in the
due  and  timely performance of any of their warranties, covenants or agreements
or  in  the  event  of  the  failure of a party to satisfy or fulfill any of the
conditions  in  this Agreement, the non-defaulting party may on the Closing Date
give  notice  of  termination.  The notice shall specify the default or defaults
upon  which  the  notice  is based. The termination shall be effective five days
after the Closing Date, unless the specified default or defaults have been cured
on  or  before  the  effective  date  of  the  termination.

     8.02.  DEFAULT;  REMEDIES.  Notwithstanding Section 8.01, in the event of a
default,  the  non-defaulting  party  may  seek  specific  performance  of  this
Agreement  against  the defaulting party from a court of competent jurisdiction,
or alternatively, such non-defaulting party may seek damages from the defaulting
party.

     8.03. LITIGATION COSTS.  If any legal action or other proceeding is brought
for  the  enforcement  of this Agreement or to remedy its breach, the prevailing
party  in  such  action  or  proceeding  shall be entitled to recover its actual
attorney's  fees  and costs incurred in the action or proceeding, in addition to
such  other  relief  to  which  it  may  be  entitled.


                            ARTICLE 9. MISCELLANEOUS

     9.01.  ENTIRE  AGREEMENT.  This instrument with its attachments constitutes
the  entire agreement between Buyer and Seller respecting the Assets or the sale
of the Assets to Buyer by Seller, and any agreement or representation respecting
the  Assets  or  their  sale  by Seller to Buyer not expressly set forth in this
instrument  is  null  and  void.


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     9.02.  NOTICES.  Any  and  all  notices or other communications required or
permitted  by  this Agreement or by law to be served on or given to either party
hereto,  Buyer  or  Seller, by the other party hereto shall be, unless otherwise
required  by  law,  in  writing and deemed duly served and given when personally
delivered  to  the  party to whom directed or any of its officers or, in lieu of
such  personal  service,  when  deposited in the United States mail, first-class
postage  prepaid,  addressed  to:


     BUYER:
     Kingdom Ventures, Inc.
     1045 Stephanie Way
     Minden, NV 89423

     SELLER:

     iExalt, Inc.
     12000 Aerospace Avenue
     Suite 375
     Houston,  Texas  77034

     9.03.  ASSIGNMENT.  Neither  this Agreement nor any right or interest in it
may  be  assigned by either party to any other person or corporation without the
express  written  consent  of  the  other  party  to  this  Agreement.

     9.04.  GOVERNING  LAW  AND VENUE.  This Agreement shall be governed and all
rights  and  liabilities  under it determined in accordance with the laws of the
State  of Texas.  Venue for any dispute resolution or litigation shall be Harris
county,  Texas.

     9.05.  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each  of  which  shall  be  an  original,  but all of which shall
constitute  but  one  Agreement.

     9.06.  EXPENSES. Each party shall pay all costs and expenses incurred by it
in  negotiating and preparing this Agreement and in closing and carrying out the
transactions  contemplated  herein  and  hereby.

     9.07.  FURTHER ASSURANCES. The parties agree that at any time and from time
to time after the Closing Date, they will execute and deliver to any other party
such  further  instruments  or  documents  as may be reasonably required to give
effect  to  the  transactions  contemplated  hereunder.

     9.08. ARBITRATION.  Both parties agree to follow the Rules of Procedure for
Christian  Conciliation  of the Institute for Christian Conciliation (a division
of  Peacemaker Ministries) for any and all disputes concerning or arising out of
this Agreement. Both parties agree that the Bible commands parties to make every
effort  to resolve disputes with each other in private and in obedience agree to
proceed to legally binding arbitration before a mutually agreed arbitrator. Both
parties  realize  that  arbitration  will  be the exclusive remedy for potential
disputes  and may not later litigate these or any other related matters in civil


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court.  The parties agree that Peacemaker Ministries are not required to provide
the  exclusive  forum,  yet any arbitrator determined, must agree to utilize the
Rules  as  defined  above.

     BUYER:

     Kingdom Ventures, Inc.


     By: ______________________________
           ______________________its:_________________

     SELLER:

     iExalt, Inc.


     By: _____________________________
         Donald W. Sapaugh, Chairman/CEO


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                                SCHEDULE 1.01(a)

                      DESCRIPTION OF THE ASSETS BEING SOLD

Name,  likeness  and  image  -  iExalt

URLs  attached.


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                                  EXHIBIT 6.01
                             COVENANT NOT TO COMPETE


     THIS  COVENANT  NOT  TO  COMPETE agreement ("Covenant Not To Compete") when
fully  executed shall take effect on the _____ day of ____________, 2003, by and
between  IEXALT, INC. a Nevada corporation ("Seller") and Kingdom Ventures, Inc.
("Purchaser").

     WHEREAS, Seller and Purchaser have entered into an Asset Purchase Agreement
dated  on  or  about  ______________, 2003 ("Purchase Agreement"), conveying the
urls and name, likeness and image (as is further defined in Exhibit 1.01 (a)) of
the  Seller  known  as  "iExalt,"

     NOW THEREFORE, in consideration of the above matters and of the matters set
forth  below,  the  parties  agree  and  acknowledge  as  follows:

1.     In  consideration  of  the sum identified in the Purchase Agreement under
section  1.02,  Purchase  Price,  paid  and to be paid to Seller, the receipt of
which  initial payment is hereby acknowledged by Seller, and for a period of one
(1)  year commencing on the date set forth above, Seller shall NOT, as an owner,
manager,  partner,  officer, director, shareholder, or sales employee, engage in
any business enterprise that is similar to and/or competitive with that typified
by  the  iExalt  website  activities,  just  prior  to  this.

2.     Purchaser  acknowledges  that the Business is just one aspect of Seller's
business  and  that  nothing  in this Covenant Not to Compete should keep Seller
from  engaging  in  its  other  businesses.

3.     Seller  expressly acknowledges that the execution of this Covenant Not To
Compete  (with  the  restrictions  imposed  herein) is a material inducement for
Purchaser to purchase the Business and its assets, and is not intended by Seller
as,  and  shall  not  be  considered by Purchaser to be, a restraint of trade in
Purchaser's  continuing  its normal remaining practice of business under iExalt,
Inc.

4.     The  parties  hereby  acknowledge  that  Seller's  obligations under this
Covenant  Not  To Compete are expressly conditioned on Purchaser not becoming in
material  default  of  Purchaser's  obligations  to  Seller  under  the Purchase
Agreement  or  under  any closing document executed by Purchaser pursuant to the
Purchase  Agreement.  In the event Purchaser shall become in material default of
any  of  such  obligations,  and  after  the  expiration of the notice provision
required  by this sentence, Seller shall be relieved of all restrictions imposed
on  Seller  by  this  Covenant  Not  To  Compete  unless  such  default shall be
materially  cured within thirty (30) calendar days after written notification of
such default shall have been delivered by Seller to Purchaser in accordance with
the  notice  provisions  set forth in Article 9 of the Purchase Agreement.  Such
notice  (and subsequent failure to cure) shall be conditions precedent to Seller
being  relieved  of  the  restrictions  imposed  herein.


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5.     In  the  event  any  party  shall  bring  legal action or suit, including
arbitration,  against  any other party pursuant to this Covenant Not To Compete,
the  prevailing  party(s)  to  such  proceeding  shall be entitled to injunctive
relief  and  to  recover  all  costs  and expenses of such proceeding including,
without  limitation,  reasonable  attorneys'  fees.

6.     This  Covenant  Not To Compete shall be binding on the parties hereto and
shall  inure  to  the  benefit  of  the  parties  and  their  respective  heirs,
beneficiaries,  legal  representatives,  successors,  and  assigns.

7.     WHEREFORE,  the  parties  have  signed this Covenant Not To Compete to be
effective  as  of  the  date  first  above  written.

"PURCHASER"                              "SELLER"

KINGDOM VENTURES, INC.,                  IEXALT, INC., a Nevada corporation
a Nevada corporation



By: ______________________________       By: ______________________________

Printed Name: ____________________            Donald Sapaugh, Chairman/CEO

Title:  __________________________


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