Exhibit 4.1

                                     INTERIM
                                 LOAN AGREEMENT

     THIS  LOAN  AGREEMENT (the "Loan Agreement") is entered into by and between
                                 --------------
iEXALT,  INC.,  a  Nevada  corporation  ("Borrower"),  whose  address  is  12000
                                          --------
Aerospace  Avenue, Suite 375, Houston, Texas 77034, and J.A.K. IV LP ("Lender"),
                                                                       ------
whose address is P.O. Box 1752, Alvin, Texas 77512:

     1.   Credit  Facilities.  Subject  to the terms and conditions set forth in
          ------------------
this  Loan  Agreement  and  the  other  agreements,  instruments  and  documents
evidencing, securing, governing, guaranteeing and/or pertaining to the Loans, as
hereinafter defined (collectively, together with the Loan Agreement, referred to
hereinafter  as  the  "Loan  Documents"),  Lender  hereby  agrees  to provide to
                       ---------------
Borrower  the  credit  facility or facilities herein below (whether one or more,
the  "Credit  Facilities"):
      ------------------

          Operating  Capital.  Lender  agrees  to  finance  Borrower's operating
          ------------------
     capital  needs,  up  to  and  including an amount not to exceed One Million
     dollars ($1,000,000), as necessary so that Borrower can continue to operate
     its business in a normal and customary manner. However, Lender shall not be
     obligated  to provide any new financing in excess of $1,000,000 ("Operating
     Capital  Limit")  on or after September 30, 2002. It is understood that the
     Operating  Capital  Limit specifically excludes any amounts funded prior to
     May 30, 2002, by the Lender, or any affiliated party, as defined in Exhibit
     A.

          Advances.  All  advances  under  the  Credit  Facilities  shall  be
          --------
     collectively  called  the  "Loans".  Lender  reserves  the right to require
                                 -----
     Borrower  to give Lender not less than three (3) business days prior notice
     of  each  requested advance under the Credit Facilities, specifying (i) the
     aggregate amount of such requested advance, (ii) the requested date of such
     advance,  and  (iii)  the  purpose  for such advance, (iv) a signed Advance
     Authorization  request  by  the Management Committee (see Section 8 of this
     document),  with  such  advances  to be requested in a form satisfactory to
     Lender.  Lender  agrees  the  Advance  contemplated  herein  is  a material
     condition  of  this  Loan  Agreement, and thus agrees to fund such advance,
     without  delay,  as deemed necessary to the Management Committee and not to
     exceed  the  Operating  Capital  Limit,  provided  the  Borrower  is not in
     default,  as  defined herein. Such Advance request shall be in a reasonable
     form  more  fully  described  in  Exhibit  B.

          Term. The Term of this Loan Agreement shall be twelve (12) months from
          ----
     the  effective  date  as  defined  herein.

     2.   Promissory  Notes.  The  Loans  shall  be  evidenced  by  one  or more
          -----------------
promissory  notes  or  an  Application  (whether  one or more, together with any
renewals,  extensions  and  increases  thereof,  the  "Notes")  duly executed by
                                                       -----
Borrower and payable to the order of Lender, in form and substance acceptable to
Lender.  Interest  on the Notes shall accrue at the annual rate of 14% set forth
therein.  The principal of and interest on the Notes shall be due and payable in
accordance with the terms and conditions set forth in the Notes and in this Loan
Agreement. It is understood that this Loan Agreement reflects a consolidation of
multiple  existing  Loans  or  Notes,  entered  into by the Borrower and related


<PAGE>
parties.  This consolidation is more fully defined in Exhibit A attached hereto.
The  Maker/Lender  of  those  Loans  or  Notes shall have consented to all terms
herein  as  a  condition  of  this  Loan  Agreement.

     3.   Collateral.  As  collateral  and  security  for  the  indebtedness
          ----------
evidenced  by  the  Notes and any and all other indebtedness or obligations from
time  to  time  owing  by  Borrower  to Lender, Borrower shall grant, and hereby
grants,  to  Lender,  its  successors  and  assigns,  a first and prior lien and
security  interest  in and to the property described herein below, together with
any  and  all  PRODUCTS  AND  PROCEEDS  thereof  (the  "Collateral"):
                                                        ----------

     (a)  All  present  and  future  accounts,  chattel  paper,  documents,
instruments,  deposit  accounts  and general intangibles (including any right to
payment  for goods sold or services rendered arising out of the sale or delivery
of  personal  property  or  work  done  or  labor performed by Borrower), now or
hereafter  owned, held, or acquired by Borrower, together with any and all books
of  account,  customer  lists  and  other  records  relating  in  any way to the
foregoing.

     (b)  All  present  and  hereafter  acquired  inventory  (including  without
limitation,  all  raw  materials,  work  in  process  and  finished goods) held,
possessed,  owned, held on consignment, or held for sale, lease, return or to be
furnished  under contracts of service, in whole or in part, by Borrower wherever
located.

     (c)  All  equipment  and  fixtures  of whatsoever kind and character now or
hereafter  possessed,  held,  acquired,  leased or owned by Borrower and used or
usable  in  Borrower's  business,  together  with all replacements, accessories,
additions,  substitutions  and  accessions  to  all  of  the  foregoing.

          (d)  All  other  assets  of  Borrower.

          (e)  All  assets  and  common  stock  of  the  defined subsidiaries of
               iExalt,  Inc.  including  without  limitation  the  following:

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

The term "Collateral" shall also include all records and data relating to any of
          ----------
the  foregoing  (including,  without  limitation, any computer software on which
such records and data may be located).  Borrower agrees to execute such security
agreements,  assignments,  deeds  of trust and other agreements and documents as
Lender  shall  deem  appropriate and otherwise require from time to time to more
fully create and perfect Lender's lien and security interests in the Collateral.


     4.   Representations  and  Warranties.  Borrower  hereby  represents  and
          --------------------------------
warrants,  and  upon  each  request  for  an advance under the Credit Facilities
further  represents  and  warrants,  to  Lender  as  follows:


<PAGE>
          (a)  Existence.  Borrower  is  a  corporation  duly organized, validly
               ---------
     existing and in good standing under the laws of the State of Nevada and all
     other  states  where  it is doing business, and has all requisite power and
     authority  to  execute  and  deliver  the  Loan  Documents.

          (b)  Binding  Obligations. The execution, delivery, and performance of
               --------------------
     this  Loan  Agreement  and all of the other Loan Documents by Borrower have
     been  duly  authorized  by all necessary action by Borrower, and constitute
     legal, valid and binding obligations of Borrower, enforceable in accordance
     with their respective terms, except as limited by Bankruptcy, insolvency or
     similar  laws  of  general  application  relating  to  the  enforcement  of
     creditors'  rights and except to the extent specific remedies may generally
     be  limited  by  equitable  principles.

          (c)  No  Consent. The execution, delivery and performance of this Loan
               -----------
     Agreement  and  the  other  Loan  Documents,  and  the  consummation of the
     transactions  contemplated  hereby  and  thereby, do not (i) conflict with,
     result  in  a violation of, or constitute a default under (A) any provision
     of its articles or certificate of incorporation or bylaws, if Borrower is a
     corporation, or its partnership agreement, if Borrower is a partnership, or
     any  agreement  or  other instrument binding upon Borrower, or (B) any law,
     governmental  regulation,  court decree or order applicable to Borrower, or
     (ii)  require  the  consent,  approval or authorization of any third party.

          (d)  Financial  Condition.  Each  financial  statement  of  Borrower
               --------------------
     supplied  to  the  Lender  truly  discloses  and fairly presents Borrower's
     financial  condition  as of the date of each such statement. There has been
     no  material  adverse  change  in  such  financial  condition or results of
     operations  of Borrower subsequent to the date of the most recent financial
     statement  supplied  to Lender. The Chief Financial Officer of the Borrower
     shall present a signed representation to the true and correct disclosure of
     such  Financial  statements  which  is to be supplied with each delivery of
     said  Financial  Statements.

          (e)  Litigation.  Other  than  those legal issues disclosed within the
               ----------
     Momentum  Equity  Group  Spec., there are no actions, suits or proceedings,
     pending  or,  to the knowledge of Borrower, threatened against or affecting
     Borrower  or  the  properties of Borrower, before any court or governmental
     department,  commission  or  board,  which,  if  determined  adversely  to
     Borrower,  would have a material adverse effect on the financial condition,
     properties,  or  operations  of  Borrower.

          (f)  Taxes;  Governmental  Charges.  Borrower  has  filed all federal,
               -----------------------------
     state  and  local tax reports and returns required by any law or regulation
     to  be  filed  by it and has either duly paid all taxes, duties and charges
     indicated  due  on  the basis of such returns and reports, or made adequate
     provision  for  the  payment  thereof,  and  the assessment of any material
     amount  of  additional  taxes  in  excess of those paid and reported is not
     reasonably  expected.

     5.   Conditions  Precedent  to  Advances.  Lender's  obligation to make any
          -----------------------------------
advance  under this Loan Agreement and the other Loan Documents shall be subject
to  the  conditions  precedent  that,  as  of the date of such advance and after
giving  effect  thereto (i) all representations and warranties made to Lender in
this  Loan  Agreement and the other Loan Documents shall be true and correct, as
of and as if made on such date, (ii) no material adverse change in the financial
condition  of  Borrower  since  the  effective date of the most recent financial
statements  furnished  to  Lender  by  Borrower  shall  have  occurred  and  be
continuing,  (iii) no event has occurred and is continuing, or would result from
the  requested  advance,  which  with  notice  or  lapse of time, or both, would
constitute  an  Event of Default (as


<PAGE>
hereinafter  defined), (iv) Lender's receipt of all Loan Documents appropriately
executed  by  Borrower  and  all other proper parties and (v) the aforementioned
Management  Committee  has  authorized such Advance to be deemed necessary, such
approval  shall  not  be  unreasonably  withheld.

     6.   Affirmative Covenants.  Until  (i) the Notes and all other obligations
          ---------------------
and  liabilities  of  Borrower  under  this  Loan  Agreement  and the other Loan
Documents  are  fully  paid  and  satisfied,  and (ii) the Lender has no further
commitment to lend hereunder, Borrower agrees and covenants that it will, unless
Lender  shall  otherwise  consent  in  writing:

          (a)  Accounts  and  Records.  Maintain  its  books  and  records  in
               ----------------------
     accordance  with  generally  accepted  accounting  principles.

          (b)  Right  of  Inspection.  Permit Lender to visit its properties and
               ---------------------
     installations  and  to  examine,  audit  and  make  and take away copies or
     reproductions  of  Borrower's  books  and records, at all reasonable times.

          (c)  Right  to  Additional  Information.  Furnish  Lender  with  such
               ----------------------------------
     additional information and statements, lists of assets and liabilities, tax
     returns,  and  other reports with respect to Borrower's financial condition
     and  business  operations  as  Lender  may  request  from  time  to  time.

          (d)  Compliance  with  Laws.  Conduct  its  business in an orderly and
               ----------------------
     efficient  manner  consistent with good business practices, and perform and
     comply  with  all statutes, rules, regulations and/or ordinances imposed by
     any  governmental  unit  upon  Borrower  and its businesses, operations and
     properties  (including  without  limitation,  all  applicable environmental
     statutes,  rules,  regulations  and  ordinances).

          (e)  Taxes.  Pay  and  discharge  when due all of its indebtedness and
               -----
     obligations,  including  without  limitation,  all  assessments,  taxes,
     governmental  charges,  levies and liens, of every kind and nature, imposed
     upon  Borrower  or its properties, income, or profits, prior to the date on
     which  penalties would attach, and all lawful claims that, if unpaid, might
     become  a  lien  or  charge  upon  any of Borrower's properties, income, or
     profits;  provided,  however,  Borrower  will  not  be  required to pay and
     discharge  any such assessment, tax, charge, levy, lien or claim so long as
     (i)  the  legality  of  the  same  shall  be  contested  in  good  faith by
     appropriate  judicial,  administrative or other legal proceedings, and (ii)
     Borrower shall have established on its books adequate reserves with respect
     to  such  contested  assessment,  tax,  charge,  levy,  lien  or  claim  in
     accordance  with  generally  accepted  accounting  principles, consistently
     applied.

          (f)  Insurance.  Maintain  insurance,  including  but  not limited to,
               ---------
     directors  and  officers  insurance, fire insurance, comprehensive property
     damage,  public liability, worker's compensation, business interruption and
     other  insurance  deemed  necessary  or  otherwise  required  by  Lender.

          (g)  Notice  of  Indebtedness. Promptly inform Lender of the creation,
               ------------------------
     incurrence  or  assumption  by  Borrower  of  any  actual  or  contingent
     liabilities  not  permitted  or not disclosed with the Momentum Spec. under
     this  Loan  Agreement.


<PAGE>
          (h)  Notice  of  Litigation.  Promptly after the commencement thereof,
               ----------------------
     notify Lender of all actions, suits and proceedings before any court or any
     governmental  department,  commission or board affecting Borrower or any of
     its  properties.

          (i)  Notice  of Material Adverse Change. Promptly inform Lender of (i)
              -----------------------------------
     any and all material adverse changes in Borrower's financial condition, and
     (ii)  all  claims  made  against Borrower which could materially affect the
     financial  condition  of  Borrower.

          (j)  Additional  Documentation.  Execute  and  deliver, or cause to be
               -------------------------
     executed  and  delivered,  any  and  all  other  agreements, instruments or
     documents  which  Lender  may reasonably request in order to give effect to
     the  transactions contemplated under this Loan Agreement and the other Loan
     Documents.

     7.     Negative  Covenants.  Until  (i) the Notes and all other obligations
            -------------------
and  liabilities  of  Borrower  under  this  Loan  Agreement  and the other Loan
Documents  are  fully  paid  and  satisfied,  and (ii) the Lender has no further
commitment  to  lend  hereunder,  Borrower  will  not, without the prior written
consent  of  Lender:

          (a)  Nature of Business. Make any material change in the nature of its
               ------------------
     business  as  carried  on  as  of  the  date hereof unless agreed to by the
     Management  Committee  established  within  this  document.

          (b)  Liquidations,  Mergers,  Consolidations.  Liquidate,  merge  or
               ---------------------------------------
     consolidate  with  or  into  any  other  entity,  unless  agreed  to by the
     Management  Committee  established  within  this  document.


          (c)  Sale of Assets. Sell, transfer or otherwise dispose of any of its
               --------------
     material  assets  or  properties,  other  than  in  the  ordinary course of
     business,  unless  agreed to by the Management Committee established within
     this  document.

          (d)  Liens.  Create  or  incur  any  lien or encumbrance on any of its
               -----
     assets,  other  than (i) liens and security interests securing indebtedness
     owing  to Lender, (ii) liens for taxes, assessments or similar charges that
     are  (1)  not  yet  due or (2) being contested in good faith by appropriate
     proceedings  and  for which Borrower has established adequate reserves, and
     (iii)  liens  and  security  interests existing as of the date hereof which
     have  been disclosed to and approved by Lender in writing, unless agreed to
     by  the  Management  Committee  established  within  this  document.

          (e)  Indebtedness.  Create,  incur  or  assume  any  indebtedness  for
               ------------
     borrowed  money or issue or assume any other note, debenture, bond or other
     evidences  of  indebtedness,  or  guarantee  any  such indebtedness or such
     evidences of indebtedness of others, other than (i) borrowings from Lender,
     and (ii) borrowings outstanding on the date hereof and disclosed in writing
     to  Lender,  and  (iii)  those  occurring in the normal course of business,
     unless  agreed  to  by  the  Management  Committee  established within this
     document.


<PAGE>
          (f)  Transfer  of Ownership. Permit the sale, pledge or other transfer
               ----------------------
     of  any  of  the  ownership  interests in Borrower, unless agreed to by the
     Management  Committee  established  within  this  document.

          (g)  Change in Management. Permit a change in the senior management of
              ---------------------
     Borrower,  unless  agreed to by the Management Committee established within
     this  document.

          (h)  Loans.  Make  any loans to any person or entity, unless agreed to
               -----
     by  the  Management  Committee  established  within  this  document.

          (i)  Transactions  with  Affiliates.  Enter  into  any  transaction,
               ------------------------------
     including,  without  limitation, the purchase, sale or exchange of property
     or  the  rendering  of  any  service,  with  any  Affiliate (as hereinafter
     defined)  of Borrower, except in the ordinary course of and pursuant to the
     reasonable requirements of Borrower's business and upon fair and reasonable
     terms  no less favorable to Borrower than would be obtained in a comparable
     arm's-length  transaction  with  a  person  or  entity  not an Affiliate of
     Borrower.  As  used  herein,  the  term "Affiliate" means any individual or
     entity  directly  or indirectly controlling, controlled by, or under common
     control  with,  another  individual  or  entity,  unless  agreed  to by the
     Management  Committee  established  within  this  document.

          (j)  Dividends. Borrower agrees not to declare or pay any dividends on
               ---------
     any  shares  of Borrower's capital stock, make any other distributions with
     respect  to  any  payment  on account of the purchase, redemption, or other
     acquisition  or  retirement  of  any shares of Borrower's capital stock, or
     make  any  other distribution, sale, transfer or lease of any of Borrower's
     assets  other  than  in  the  ordinary  course of business, unless any such
     amounts  are  directly utilized for the payment of principal or interest on
     indebtedness and obligations owing from time to time by Borrower to Lender,
     unless  agreed  to  by  the  Management  Committee  established within this
     document.

          (k)  Salaries.  Borrower  agrees  not to pay or contract to pay to any
               --------
     executive  officer, director or senior management, or any member of his/her
     immediate  family, in any one calendar year, salaries, commissions, bonuses
     or  other  compensation,  in  whatever  form, which are in the aggregate in
     excess  of  110%  of  the amount of salaries, commissions, bonuses or other
     compensation, in whatever form, payable to such persons during 2001, unless
     agreed  to  by  the  Management Committee established within this document.

     8.   Management  Committee.  Lender  shall  appoint  a Management Committee
          ---------------------
for  the  purpose  of  ensuring  and  safeguarding  the Operating Capital of the
Lender.  This Management Committee shall be comprised of not more than three (3)
and  not less than one (1) individual reasonably acceptable to the Borrower. The
Management  Committee shall work in conjunction with the Executive Management of
the  Borrower to approve, which approval shall not be unreasonably withheld, any
and  all


<PAGE>
funding  requests,  as  defined  in  Section (2) above. The Management Committee
shall have requisite authority to negotiate with any and all lenders, employees,
potential  acquisitions,  and  subsidiaries  of  Borrower,  for  the  purpose of
execution of a tactical plan to allow the Borrower to become cash flow positive.
The  Management  Committee  shall  be  paid a fixed fee of $10,000 per month for
services  rendered such services may be paid in cash or the companies restricted
common  stock  for the term of this agreement. Should stock be issued, the value
of  such  stock  shall  be  $.225/share,  and  shall  be issued to an accredited
investor  for  services  rendered  to  the  Company, on behalf of the Management
Committee.

     9.   Financial  Covenants.  Until  (i)  the Notes and all other obligations
          --------------------
and  liabilities  of  Borrower  under  this  Loan  Agreement  and the other Loan
Documents  are  fully  paid  and  satisfied,  and (ii) the Lender has no further
commitment  to  lend  hereunder,  Borrower  will  maintain  reasonable financial
covenants as agreed to by and between the Lender and the Management Committee as
defined  herein.

     10.  Reporting  Requirements.  Until  (i)  the  Notes  and  all  other
          -----------------------
obligations  and liabilities of Borrower under this Loan Agreement and the other
Loan  Documents are fully paid and satisfied, and (ii) the Lender has no further
commitment  to  lend  hereunder,  Borrower  will,  unless Lender shall otherwise
consent  in  writing,  furnish  to  Lender:

          (a)  Interim  Financial  Statements.  As soon as available, and in any
               ------------------------------
     event  within 45 days after the end of each fiscal quarter, a balance sheet
     and  income statement of Borrower as of the end of such fiscal quarter, all
     in  form  and substance and in reasonable detail satisfactory to Lender and
     duly  certified  (subject  to year-end review adjustments) by the President
     and/or Chief Financial Officer of Borrower (i) as being true and correct in
     all material aspects to the best of his or her knowledge and (ii) as having
     been  prepared in accordance with generally accepted accounting principles,
     consistently  applied.

          (b)  Annual  Financial  Statements.  As  soon  as available and in any
               -----------------------------
     event within 90 days after the end of each fiscal year, a balance sheet and
     income  statement  of  Borrower  as of the end of such fiscal year, in each
     case  audited  by  independent  public  accountants  of recognized standing
     acceptable  to  Lender.

          (c)  Compliance  Certificate.  A  certificate  signed  by  Borrower's
               -----------------------
     president,  within  45  days  after the end of each fiscal quarter, stating
     that  Borrower is in full compliance with all of its obligations under this
     Loan  Agreement  and  all other Loan Documents and is not in default of any
     term or provisions hereof or thereof, and demonstrating compliance with all
     financial  ratios  and  covenants  set  forth  in  this  Loan  Agreement.

          (d)  Borrowing  Base  Report.  A  borrowing  base  report  signed  by
               -----------------------
     Borrower's  president, within 45 days after the end of each fiscal quarter,
     in  form  and  detail  satisfactory  to  Lender.

          (e)  Accounts  Aging.  An  accounts  receivable aging report within 45
               ---------------
     days  after the end of each fiscal quarter, in form and detail satisfactory
     to  Lender.

          (f)  Payables  Aging.  An accounts payable aging report within 45 days
               ---------------
     after  the  end  of each fiscal quarter, in form and detail satisfactory to
     Lender.


<PAGE>
          (g)  Inventory Listing. A list of Borrower's inventory by location and
              ------------------
     type (to include the following: raw materials, work in process and finished
     goods)  within  45  days  after the end of each fiscal quarter, in form and
     detail  satisfactory  to  Lender.

          (h)  Tax  Returns.  Copies  of  Borrower's  and Guarantor's income tax
               ------------
     returns  (federal  and  state,  if  any)  within  30  days  after  filing.

     11.  Events  of  Default.  Each  of  the  following  shall  constitute  an
          -------------------
"Event of Default" under this Loan Agreement:
 ----------------

     (a)  The  failure,  refusal  or  neglect  of  Borrower  to pay when due any
part of the principal of, or interest on, the Notes or any other indebtedness or
obligations  owing  to  Lender  by  Borrower  from  time  to  time.

     (b)  The  failure  of  Borrower  or  any Obligated Party (as defined below)
to  timely  and  properly  observe,  keep  or  perform  any covenant, agreement,
warranty  or  condition  required  herein or in any of the other Loan Documents.

     (c)  The  occurrence  of  an  event  of default under any of the other Loan
Documents or under any other agreement now existing or hereafter arising between
Lender  and  Borrower.

          (d)  Any  representation  contained herein or in any of the other Loan
     Documents made by Borrower or any Obligated Party is false or misleading in
     any  material  respect.

          (e)  The occurrence of any event which permits the acceleration of the
     maturity of any indebtedness owing by Borrower to any third party under any
     agreement  or  understanding.

          (f)  If  Borrower  or  any  Obligated Party: (i) becomes insolvent, or
     makes  a  transfer  in  fraud  of creditors, or makes an assignment for the
     benefit  of  creditors, or admits in writing its inability to pay its debts
     as  they  become  due; (ii) generally is not paying its debts as such debts
     become  due;  (iii)  has a receiver, trustee or custodian appointed for, or
     take  possession  of, all or substantially all of the assets of such party,
     either  in  a  proceeding  brought by such party or in a proceeding brought
     against  such  party  and  such  appointment  is  not  discharged  or  such
     possession  is  not  terminated  within  60  days  after the effective date
     thereof  or  such  party  consents  to or acquiesces in such appointment or
     possession;  (iv)  files  a  petition  for  relief  under the United States
     Bankruptcy Code or any other present or future federal or state insolvency,
     bankruptcy  or  similar laws (all of the foregoing hereinafter collectively
     called  "Applicable  Bankruptcy Law") or an involuntary petition for relief
              --------------------------
     is  filed  against  such party under any Applicable Bankruptcy Law and such
     involuntary  petition  is  not  dismissed  within  60 days after the filing
     thereof,  or  an  order  for  relief naming such party is entered under any
     Applicable  Bankruptcy  Law,  or any composition, rearrangement, extension,
     reorganization  or  other  relief  of  debtors now or hereafter existing is
     requested  or  consented  to  by  such  party; (v) fails to have discharged
     within  a  period  of 30 days any attachment, sequestration or similar writ
     levied upon any property of such party; or (vi) fails to pay within 30 days
     any  final  money  judgment  against  such  party.

          (g)  If Borrower or any Obligated Party is an entity, the liquidation,
     dissolution,  merger or consolidation of any such entity or, if Borrower or
     any  Obligated Party is an individual, the death or legal incapacity of any
     such  individual.


<PAGE>
     (h)  The  entry  of  any  judgment,  arising  from any litigation occurring
after  the  creation of this Loan Agreement, against Borrower or the issuance or
entry  of  any  attachment or other lien against any of the property of Borrower
for  an  amount  in  excess of $50,000, if undischarged, unbonded or undismissed
within  30  days  after  such  entry.


Nothing  contained in this Loan Agreement shall be construed to limit the events
of  default enumerated in any of the other Loan Documents and all such events of
default  shall be cumulative.  The term "Obligated Party", as used herein, shall
                                         ---------------
mean  any  party other than Borrower who secures, guarantees and/or is otherwise
obligated  to pay all or any portion of the indebtedness evidenced by the Notes.

     12.  Remedies.  Upon  the  occurrence  of  any one or more of the foregoing
          --------
Events  of  Default,  (a)  the  entire unpaid balance of principal of the Notes,
together  with  all  accrued  but  unpaid  interest  thereon,  and  all  other
indebtedness  owing  to  Lender by Borrower at such time shall, at the option of
Lender,  become  immediately  due  and  payable  without further notice, demand,
presentation,  notice  of  dishonor,  notice  of intent to accelerate, notice of
acceleration,  protest  or  notice  of  protest  of  any  kind, all of which are
expressly  waived  by Borrower, and (b) Lender may, at its option, cease further
advances under any of the Notes.  All rights and remedies of Lender set forth in
this Loan Agreement and in any of the other Loan Documents may also be exercised
by  Lender,  at  its  option  to  be  exercised in its sole discretion, upon the
occurrence  of  an  Event  of  Default.

     13.  Rights  Cumulative.  All  rights  of  Lender  under  the terms of this
          ------------------
Loan  Agreement shall be cumulative of, and in addition to, the rights of Lender
under  any  and all other agreements between Borrower and Lender (including, but
not limited to, the other Loan Documents), and not in substitution or diminution
of  any  rights  now  or  hereafter  held by Lender under the terms of any other
agreement.

     14.  Waiver  and  Agreement.  Neither  the  failure  nor  any  delay on the
          ----------------------
part  of Lender to exercise any right, power or privilege herein or under any of
the other Loan Documents shall operate as a waiver thereof, nor shall any single
or  partial  exercise  of  such  right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
No  waiver  of  any provision in this Loan Agreement or in any of the other Loan
Documents  and  no departure by Borrower therefrom shall be effective unless the
same  shall be in writing and signed by Lender, and then shall be effective only
in  the  specific instance and for the purpose for which given and to the extent
specified  in such writing.  No modification or amendment to this Loan Agreement
or  to  any  of  the other Loan Documents shall be valid or effective unless the
same  is  signed  by  the  party  against  whom  it  is  sought  to be enforced.

     15.  Benefits.  This  Loan  Agreement  shall  be  binding upon and inure to
          --------
the benefit of Lender and Borrower, and their respective successors and assigns,
provided,  however,  that Borrower may not, without the prior written consent of
Lender,  assign  any  rights,  powers,  duties  or  obligations  under this Loan
Agreement  or  any  of  the  other  Loan  Documents.

     16.  Notices.  All  notices,  requests,  demands  or  other  communications
          -------
required or permitted to be given pursuant to this Agreement shall be in writing
and  given  by (i) personal delivery, (ii) expedited delivery service with proof
of  delivery,  or  (iii)  United  States  mail,  postage  prepaid, registered or
certified  mail, return receipt requested, sent to the intended addressee at the
address  set  forth  on  the  first page hereof and shall be deemed to have been
received  either,  in  the case of personal delivery, as of the time


<PAGE>
of  personal delivery, in the case of expedited delivery service, as of the date
of first attempted delivery at the address and in the manner provided herein, or
in  the case of mail, upon deposit in a depository receptacle under the care and
custody  of  the United States Postal Service. Either party shall have the right
to  change  its  address  for  notice hereunder to any other location within the
continental  United  States  by notice to the other party of such new address at
least  30  days  prior  to  the  effective  date  of  such  new  address.

     17.  Construction.  This  Loan  Agreement  and  the  other  Loan  Documents
          ------------
have been executed and delivered in the State of Texas, shall be governed by and
construed  in  accordance  with  the  laws  of  the State of Texas, and shall be
performable  by  the  parties  hereto  in the county in Texas where the Lender's
address  set  forth  on  the  first  page  hereof  is  located.

     18.  Invalid  Provisions.  If  any  provision of this Loan Agreement or any
          -------------------
of  the  other  Loan  Documents  is held to be illegal, invalid or unenforceable
under  present  or  future laws, such provision shall be fully severable and the
remaining  provisions  of this Loan Agreement or any of the other Loan Documents
shall  remain in full force and effect and shall not be affected by the illegal,
invalid  or  unenforceable  provision  or  by  its  severance.

     19.  Expenses.  Borrower  shall  pay  all  costs  and  expenses (including,
          --------
without  limitation,  reasonable  attorneys'  fees)  in  connection with (i) any
action  required  in  the  course  of  administration  of  the  indebtedness and
obligations  evidenced  by  the  Loan  Documents,  and  (ii)  any  action in the
enforcement  of  Lender's  rights  upon  the  occurrence  of  Event  of Default.

     20.  Participation  of  the  Loans.  Borrower  agrees  that  Lender may, at
          -----------------------------
its option, sell interests in the Loans and its rights under this Loan Agreement
to  a  financial  institution  or institutions and, in connection with each such
sale,  Lender  may  disclose  any  financial  and other information available to
Lender  concerning  Borrower  to  each  prospective  purchaser.

     21.  Conflicts.  In  the event any term or provision hereof is inconsistent
          ---------
with  or conflicts with any provision of the other Loan Documents, the terms and
provisions  contained  in  this  Loan  Agreement  shall  be  controlling.

     22.  Counterparts.  This  Loan  Agreement  may  be  separately  executed in
          ------------
any  number  of  counterparts,  each  of  which shall be an original, but all of
which,  taken  together,  shall  be  deemed  to  constitute  one  and  the  same
instrument.

     23.  Facsimile  Documents  and  Signatures.  For  purposes  of  negotiating
          -------------------------------------
and finalizing this Loan Agreement, if this document or any document executed in
connection  with  it  is  transmitted  by facsimile machine ("fax"), it shall be
                                                              ---
treated  for  all purposes as an original document.  Additionally, the signature
of any party on this document transmitted by way of a facsimile machine shall be
considered  for  all purposes as an original signature.  Any such faxed document
shall  be  considered  to  have  the  same  binding  legal effect as an original
document.  At  the request of any party, any faxed document shall be re-executed
by  each  signatory  party  in  an  original  form.

                         NOTICE TO COMPLY WITH STATE LAW


<PAGE>
     For  the purpose of this Notice, the term "WRITTEN AGREEMENT" shall include
                                                -----------------
the  document  set  forth  above,  together  with  each and every other document
relating to and/or securing the same loan transaction, regardless of the date of
execution.

     THIS  WRITTEN  AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
     AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
     SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     24.  Conversion  Rights.  At  Lender's  option, Lender shall have the right
          ------------------
to  convert all or any unpaid principal amount of the Loans in to fully paid and
non-assessable  shares  of  restricted  common  stock of Borrower at a price per
share  equal  to  $.225, but not to exceed 7,500,000 shares, Borrower shall have
the  right  to  convert,  upon  the  Management  Committee's  recognition  and
authorization  on  the  achievement  of  the Borrower's acceptable positive cash
flow,  if  such occurrence is before the maturity of this Loan, and provided all
interest  has  been  paid  or  converted  and  is  current  with  Lender.

     25.  Warrants.  The  Lender  will  receive  warrants  to purchase 1,600,000
shares  of  the  Borrower's  common  stock.  The purchase price per share of the
Warrants would be equal to $0.50 per share.  The Warrants are to be i) in a form
acceptable  to  the Lender, ii) fully vested and exercisable upon purchase, iii)
exercisable  in  whole  or  in  part  from  time to time, iv) contain a cashless
exercise  provision.,  and  shall  have an exercise term not to exceed three (3)
years.

     26.  Reservation  of  Shares.  (i)  The  Borrower  shall reserve, free from
          -----------------------
preemptive  rights,  out  of  its treasury stock or its authorized but un-issued
shares  of Borrower's common stock, or both, solely for the purpose of effecting
the  conversion of the Loans, sufficient shares to provide for the conversion of
the  Loans; and (ii) the Borrower covenants that all shares of Borrower's common
stock  which  may  be  issued  upon conversion of the Loans will, upon issue, be
validly  issued, fully paid and non-assessable by the Borrower and free from all
taxes,  liens  and  charges  with  respect  to  the  issuance  thereof.

     27.  Registration  Rights.  All  of  the Borrower's common stock underlying
          --------------------
the  warrants  and  conversion rights acquired by the Lender have one demand and
unlimited  piggyback  registration  rights  with  the  specific  form  of rights
acceptable  to  the  Lender,  whereby  the  Lender  agrees  to  register  in the
appropriate  filing  with  the  SEC,  the  underlying  shares indicated above in
Section 24. Such filing of a registration statement shall be paid by the Lender,
such  costs  not to exceed $25,000, and shall be made within ninety (90) days of
such  written  request of the Borrower. In addition, Borrower shall use its best
efforts  to obtain approval of such registration, and should the registration of
the  underlying  shares  not  be  approved  within  ninety  (90) days of filing,
Borrower  shall  incur a penalty of 1% per week payable in common stock, for any
delay,  not  to  exceed  500,000  shares  in  total  penalty  payment to Lender.

     28.  Lock  out/  Restricted  Sales  of  Stock.  Lender agrees that the Loan
          ----------------------------------------
contemplated herein, and the subsequent funding, could cause irreparable harm to
the  Borrowers  existing  shareholders,  and as such, agrees, during the term of
this  loan,  not  sell  more  than  ten  percent


<PAGE>
(10%)  of  Lenders  stock,  if  converted, in any given month, nor more than ten
percent  (10%)  in  any  given  day  of  the total volume of stock traded in the
previous day. This agreement is intended by the parties to ensure the protection
of  the  bid/ask  price  of  the  Borrower's  common  stock  publicly  traded.

     29.  Default.  Upon any material default by Borrower,  and  notice provided
          -------
by  Lender  of  such  default, wherein the default has not been cured within ten
(10)  days,  Lender  may exercise its rights of foreclosure on the collateral as
defined herein. Upon material default by Lender, and notice provided by Borrower
of  such  default,  wherein the default has not been cured within ten (10) days,
Borrower  may  exercise  its  rights  of  conversion  as  defined  herein.



     EFFECTIVE as of the 31st day of May, 2002.

     EXECUTION date on this the 1st day of July, 2002.

                                    BORROWER:

                                        IEXALT, INC.

                                        By:     /s/ Donald W. Sapaugh
                                              ----------------------------------
                                        Name:   Donald W. Sapaugh
                                              ----------------------------------
                                        Title:  Chairman and CEO
                                              ----------------------------------

                                    LENDER:

                                        J.A.K. IV LP

                                        By:     /s/ Jay Gubert
                                              ----------------------------------
                                        Name:   Jay Gubert
                                              ----------------------------------
                                        Title:  President
                                              ----------------------------------


<PAGE>
                                    Exhibit A
                   Previous Loan Agreements, Promissory Notes
                      Consolidated into this Loan Agreement



J. Gubert         1/16/2002  $105,178
                                          -----------------------  -------
                                          Signature                Date

Seafood Anywhere  2/20/2002  $102,192
                                          -----------------------  -------
                                          Signature                Date

Seafood Anywhere  2/20/2002  $101,600
                                          -----------------------  -------
                                          Signature                Date

Seafood Anywhere  2/20/2002  $ 66,820
                                          -----------------------  -------
                                          Signature                Date

Seafood Anywhere  2/20/2002  $ 88,437
                                          -----------------------  -------
                                          Signature                Date


<PAGE>
                                    Exhibit B
                                 Advance Request



                                  Use of Cash

Date
    ---------------------

       Vendor                            Amount Due
       ------                            ----------


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                   Total Due:       $
                                     --------------------


<PAGE>