Exhibit 4.2

                               SECURITY AGREEMENT


DATE:       May 31, 2002

DEBTOR:     iExalt, Inc., a Nevada corporation

DEBTOR'S MAILING ADDRESS (INCLUDING COUNTY):  iExalt, Inc.
                                              12000 Aerospace Avenue #375
                                              Houston, Texas 77034
                                              County of Harris

SECURED PARTY:     J.A.K. IV LP

SECURED PARTY'S MAILING ADDRESS (INCLUDING COUNTY):  P.O. Box 1752
                                                     Alvin, Texas 77512
                                                     Brazoria County


CLASSIFICATION OF COLLATERAL:    All assets and liabilities, and common stock of
                                 the following wholly owned subsidiaries of
                                 iExalt, Inc.

                                 (1)  ChristianSpeakers.com, Inc. (Christian
                                      Speakers and Artists Agency)
                                 (2)  Keener Communications, Inc.
                                      (Christian TimesNewspaper)
                                 (3)  Wordcross, Inc. (Christian Happenings,
                                      Inc.)
                                 (4)  Church.com url, and all associated
                                      urls of iExalt, Inc. (Nevada) or iExalt,
                                      Inc. (Texas) - see attached listing.

COLLATERAL (INCLUDING ALL ACCESSIONS):     Same as above

OBLIGATION:    Convertible Debenture

     DATE:  May  31,  2002,  three hundred sixty five days from the execution of
     this  agreement.

     AMOUNT:  $1,464,227  One  million,  four  hundred  sixty four thousand, two
     hundred  twenty  seven  dollars  and  no  cents

     MAKER/DEBTOR:  iExalt,  Inc.,  a  Nevada  corporation

     FINAL  MATURITY  DATE:  As stated herein, and as further defined within the
          Loan  Agreement  dated  May  31,  2003

     TERMS  OF  PAYMENT  (OPTIONAL):  As  stated  therein.


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DEBTOR'S  REPRESENTATION  CONCERNING  LOCATION  OF  COLLATERAL  (OPTIONAL):

     Subject  to  the  terms of this agreement, Debtor grants to Secured Party a
security  interest  in the collateral and all its proceeds to secure payment and
performance  of  Debtor's obligation in this security agreement and all renewals
and  extensions  of  any  of  the  obligation.


DEBTOR'S  WARRANTIES

     1.   Financing  Statement.  Except  for  that in favor of Secured Party, no
financing  statement  covering  the  collateral  is  filed in any public office.
Debtor  agrees  to  provide  all  information necessary for the filing of a form
UCC-1.

     2.   Ownership.  Debtor  owns  the  collateral  and  has  the  authority to
grant  this  security  interest.  Ownership  is  free  from  any  setoff, claim,
restriction,  lien,  security  interest,  or  encumbrance  except  this security
interest  and  liens  for  taxes  not  yet  due.

     3.   Fixtures  and  Accessions.  None  of the collateral is affixed to real
estate,  is  an  accession to any goods, is commingled with other goods, or will
become  a  fixture,  accession,  or  part  of a product or mass with other goods
except  as  expressly  provided  in  this  agreement.

     4.   Financial  Statements.  All  information  about  Debtor's  financial
condition  provided to Secured Party was accurate when submitted, as will be any
information  subsequently  provided.


DEBTOR'S  COVENANTS

     1.   Protection  of  Collateral.  Debtor will defend the collateral against
all  claims  and demands adverse to Secured Party's interest in it and will keep
it  free from all liens except those for taxes not yet due and from all security
interests except this one.  The collateral will remain in Debtor's possession or
control  at  all  times, except as otherwise provided in this agreement.  Debtor
will  maintain  the  collateral in good condition and protect it against misuse,
abuse, waste, and deterioration except for ordinary wear and tear resulting from
its  intended  use.

     2.   Insurance.  Debtor  will  insure the collateral in accord with Secured
Party's  reasonable requirements regarding choice of carrier, casualties insured
against,  and  amount  of coverage.  Policies will be written in favor of Debtor
and  Secured  Party  according  to  their  respective  interests or according to
Secured  Party's  other  requirements.  All  policies  will provide that Secured
Party  will  receive  at  least  ten  days'  notice before cancellation, and the
policies  or certificates evidencing them will be provided to Secured Party when
issued.  Debtor  assumes  all  risk  of loss and damage to the collateral to the
extent  of  any  deficiency  in insurance coverage.  Debtor irrevocably appoints
Secured  Party as attorney-in-fact to collect any return, unearned premiums, and
proceeds  of  any  insurance on the collateral and to endorse any draft or check
deriving  from  the  policies  and  made  payable  to  Debtor.

     3.   Secured  Party's  Costs.  Debtor  will  pay  all  expenses incurred by
Secured  Party  in  obtaining,  preserving, perfecting, defending, and enforcing
this  security  interest  or  the  collateral and in collecting or enforcing the
note.  Expenses  for  which  Debtor  is  liable include, but are not limited to,


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taxes, assessments, reasonable attorney's fees, and other legal expenses.  These
expenses  will  bear  interest  from  the  dates of payments at the highest rate
stated  in  notes  that  are part of the obligation, and Debtor will pay Secured
Party  this  interest  on  demand  at  a  time and place reasonably specified by
Secured  Party.  These  expenses and interest will be part of the obligation and
will  be  recoverable  as  such  in  all  respects.

     4.   Additional  Documents.  Debtor will sign any papers that Secured Party
considers  necessary  to
obtain,  maintain,  and  perfect  this  security  interest or to comply with any
relevant  law.

     5.   Notice  of  Changes.  Debtor  will immediately notify Secured Party of
any  material  change  in  the  collateral; change in Debtor's name, address, or
location;  change  in  any  matter  warranted  or represented in this agreement;
change  that  may  affect  this  security  interest;  and  any event of default.

     6.   Use  and  Removal  of  Collateral.  Debtor  will  use  the  collateral
primarily  according  to the stated classification unless Secured Party consents
otherwise  in  writing.  Debtor will not permit the collateral to the affixed to
any  real  estate,  to  become  an accession to any goods, to be commingled with
other  goods,  or  to  become a fixture, accession, or part of a product or mass
with  other  goods  except  as  expressly  provided  in  this  agreement.

     7.   Sale.  Debtor  will  not  sell,  transfer,  or  encumber  any  of  the
collateral  without  the  prior  written  consent  of  Secured  Party.


RIGHTS  AND  REMEDIES  OF  SECURED  PARTY

     1.   Generally.  Secured  Party  may  exercise  the  following  rights  and
remedies  either  before  or  after  default:

          a.   take  control  of  any  proceeds  of  the  collateral;

          b.   release  any  collateral  in  Secured  Party's  possession to any
               debtor,  temporarily  or  otherwise;

          c.   take  control  of  any funds generated by the collateral, such as
               refunds  from  and  proceeds of insurance, and reduce any part of
               the  obligation accordingly or permit Debtor to use such funds to
               repair  or  replace  damaged  or  destroyed collateral covered by
               insurance;  and

          d.   demand,  collect,  convert,  redeem,  settle, compromise, receipt
               for, realize on, adjust, sue for, and foreclose on the collateral
               either  in  Secured  Party's  or  Debtor's name, as Secured Party
               desires.

     2.   Insurance.  If  Debtor  fails  to  maintain  insurance  as required by
this  agreement  or  otherwise by Secured Party, then Secured Party may purchase
single-interest  insurance  coverage  that  will protect only Secured Party.  If
Secured  Party  purchases  this  insurance, its premiums will become part of the
obligation.


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EVENTS OF DEFAULT

     Each of the following conditions is an event of default:

     1.   if  Debtor  defaults  in  timely  payment  or  performance  of  any
obligation,  covenant,  or liability in any written agreement between Debtor and
Secured  Party  or  in  any  other  transaction  secured  by  this  agreement;

     2.   if  any warranty, covenant, or representation made to Secured Party by
or  on  behalf  of Debtor proves to have been false in any material respect when
made;

     3.   if  a  receiver  is  appointed  for  Debtor  or any of the collateral;

     4.   if  the  collateral  is  assigned  for the benefit of creditors or, to
the  extent  permitted  by law, if bankruptcy or insolvency proceedings commence
against or by any of these parties: Debtor; any partnership of which Debtor is a
general  partner;  and any maker, drawer, acceptor, endorser, guarantor, surety,
accommodation  party,  or  other  person  liable  on  or  for  any  part  of the
obligation;

     5.   if  any  financing  statement regarding the collateral but not related
to  this  security  interest  and  not  favoring  Secured  Party  is  filed;

     6.   if  any  lien  attaches  to  any  of  the  collateral;

     7.   if  any  of  the  collateral  is  lost, stolen, damaged, or destroyed,
unless  it  is  promptly replaced with collateral of like quality or restored to
its  former  condition.


REMEDIES  OF  SECURED  PARTY  ON  DEFAULT

     During the existence of any event of default, Secured Party may declare the
unpaid  principal and earned interest of the obligation immediately due in whole
or part, enforce the obligation, and exercise any rights and remedies granted by
the Texas Uniform Commercial Code or by this agreement, including the following:

     1.   require  Debtor  to  deliver  to  Secured  Party all books and records
relating  to  the  collateral;

     2.   require  Debtor  to  assemble  the collateral and make it available to
Secured  Party  at  a  place  reasonably  convenient  to  both  parties;

     3.   take  possession  of  any of the collateral and for this purpose enter
any  premises  where  it  is  located  if this can be done without breach of the
peace;

     4.   sell,  lease,  or otherwise dispose of any of the collateral in accord
with  the rights, remedies, and duties of a secured party under chapters 2 and 9
of  the  Texas  Uniform Commercial Code after giving notice as required by those
chapters;  unless  the  collateral  threatens  to  decline speedily in value, is
perishable,  or  would  typically  be sold on a recognized market, Secured Party
will  give Debtor reasonable notice of any public sale of the collateral or of a
time  after  which  it  may  be  otherwise


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disposed  of  without  further  notice  to Debtor; in this event, notice will be
deemed  reasonable  if  it  is mailed, postage prepaid, to Debtor at the address
specified in this agreement at least ten days before any public sale or ten days
before the time when the collateral may be otherwise disposed of without further
notice  to  Debtor;

     5.   surrender  any  insurance policies covering the collateral and receive
the  unearned  premium;

     6.   apply  any  proceeds  from  disposition  of  the  collateral  after
default  in  the  manner  specified  in
chapter  9  of  the  Texas Uniform Commercial Code, including payment of Secured
Party's  reasonable  attorney's  fees  and  court  expenses;  and

     7.   if  disposition  of  the collateral leaves the obligation unsatisfied,
collect  the  deficiency  from  Debtor.


GENERAL PROVISIONS

     1.   Parties  Bound.  Secured  Party's  rights  under  this agreement shall
inure  to  the benefit of its successors and assigns.  Assignment of any part of
the  obligation and delivery by Secured Party of any part of the collateral will
fully  discharge  Secured  Party  from  responsibility  for  that  part  of  the
collateral.  If  Debtor is more than one, all their representations, warranties,
and agreements are joint and several.  Debtor's obligations under this agreement
shall  bind  Debtor's  personal  representatives,  successors,  and  assigns.

     2.   Waiver.  Neither  delay  in  exercise  nor  partial exercise of any of
Secured  Party's  remedies  or  rights  shall  waive  further  exercise of those
remedies or rights.  Secured Party's failure to exercise remedies or rights does
not  waive  subsequent  exercise  of  those remedies or rights.  Secured Party's
waiver of any default does not waive further default.  Secured Party's waiver of
any  right  in  this  agreement  or  of  any default is binding only if it is in
writing.  Secured  Party  may  remedy  any  default  without  waiving  it.

     3.   Reimbursement.  If  Debtor  fails  to  perform  any  of  Debtor's
obligations,  Secured  Party  may perform those obligations and be reimbursed by
Debtor  on  demand  at the place where the note is payable for any sums so paid,
including  attorney's fees and other legal expenses, plus interest on those sums
from  the  dates  of  payment at the rate stated in the note for matured, unpaid
amounts.  The  sum to be reimbursed shall be secured by this security agreement.

     4.   Interest  Rate.  Interest  included  in  the  obligations  shall  not
exceed  the  maximum amount of non-usurious interest that may be contracted for,
taken,  reserved, charged, or received under law; any interest in excess of that
maximum  amount shall be credited to the principal of the obligation or, if that
has  been  paid,  refunded.  On  any  acceleration  or  required  or  permitted
prepayment of the obligation, any such excess shall be canceled automatically as
of the acceleration or prepayment or, if already paid, credited on the principal
amount  of  the  obligation or, if the principal amount has been paid, refunded.
This  provision  overrides  other  provisions  in this and all other instruments
concerning  the  obligation.


<PAGE>
     5.   Modifications.  No  provisions  of this agreement shall be modified or
limited  except  by  written  agreement.

     6.   Severability.  The  unenforceability  of  any  provision  of  this
agreement will not affect the enforceability or validity of any other provision.

     7.   After-Acquired  Consumer  Goods.  This  security interest shall attach
to  after-acquired  consumer  goods  only  to  the  extent  permitted  by  law.

     8.   Applicable  Law.  This  agreement will be construed according to Texas
laws.

     9.   Place  of  Performance.  This  agreement  is  to  be  performed in the
county  of  Secured  Party's  mailing  address.

     10.  Financing  Statement.  A  carbon,  photographic, or other reproduction
of  this  agreement  or  any  financing  statement  covering  the  collateral is
sufficient  as  a  financing  statement.

     11.  Presumption  of  Truth  and  Validity. If the collateral is sold after
default,  recitals  in the bill of sale or transfer will be prima facie evidence
of  their  truth,  and all prerequisites to the sale specified by this agreement
and  by  the  Texas  Uniform  Commercial  Code  will  be  presumed  satisfied.

     12.  Singular  and  Plural.  When  the context requires, singular nouns and
pronouns  include  the  plural.

     13.  Priority  of  Security  Interest.  This  security  interest  shall
neither  affect nor be affected by any other security for any of the obligation.
Neither  extensions  of  any  of  the  obligation  nor  releases  of  any of the
collateral  will  affect the priority or validity of this security interest with
reference  to  any  third  person.

     14.  Cumulative  Remedies.  Foreclosure  of  this security interest by suit
does  not  limit  Secured  Party's  remedies,  including  the  right to sell the
collateral under the terms of this agreement.  All remedies of Secured Party may
be exercised at the same or different times, and no remedy shall be a defense to
any other.  Secured Party's rights and remedies include all those granted by law
or  otherwise,  in  addition  to  those  specified  in  this  agreement.

     15.  Agency.  Debtor's  appointment  of  Secured Party as Debtor's agent is
coupled  with  an  interest  and  will  survive  any  disability  of  Debtor.

     16.  Attachments  Incorporated.  The  addendum  indicated below is attached
to  this  agreement  and  incorporated  into  it  for  all  purposes:

     17.  All  matters  herein shall be construed under the laws of the state of
Texas.  Venue  on  any  dispute  herein  shall  be  in  Harris  County,  Texas.


<PAGE>
SECURED PARTY:                            DEBTOR:

J.A.K. IV LP                              iExalt,  Inc.,  a Nevada corporation

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


Title:  President                         Title:  Chairman & CEO
      ----------------------------              -----------------------------

Date:  July 1, 2002                       Date:  July 1, 2002
     ----------------------------              ------------------------------



AFTER RECORDING RETURN TO:
-------------------------
James W. Christian
Christian, Smith, Wulkeson, and Jewel, L.L.P.
2302 Fannin, Suite 500
Houston, Texas 77002


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