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                                                                    EXHIBIT 4.19

 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY
 STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
     HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN
         ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

AUGUST 14, 2001                                                    WARRANT NO. 1


                                     WARRANT

                           TO PURCHASE COMMON STOCK OF

                                  iEXALT, INC.
                              A NEVADA CORPORATION

         This Warrant certifies that Cresson Productions, Inc. a Nevada
Corporation ("Purchaser"), is entitled to purchase from iExalt, Inc., a
Nevada corporation (the "Company"), the Shares (as defined herein) in the
amounts and at the Exercise Price (as defined herein), all on the terms and
conditions hereinafter provided.

         SECTION 1. CERTAIN DEFINITIONS. As used in this Warrant, unless the
context otherwise requires:

         "AFFILIATE" shall mean: (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.

         "ARTICLES" shall mean the Certificate of Incorporation of the
Company, as in effect from time to time.

         "COMMON STOCK" shall mean the Company's authorized common stock,
$0.001 par value per share.

         "EXERCISE PRICE" shall mean the exercise price of $0.07 per share of
Common Stock as determined as follows, as adjusted from time to time pursuant
to Section 3 hereof.

         "EXPIRATION DATE" shall mean five (5) years from the date of Closing.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SHARES" shall mean the number of shares of the Company's common stock.

         "WARRANT" shall mean this Warrant and all additional or new warrants
issued upon division or combination of, or in substitution for, this Warrant.
All such additional or new warrants shall at all times be identical as to
terms and conditions and date, except as to the number of shares of Common
Stock for which they may be exercised.

         "WARRANT STOCK" shall mean the shares of Common Stock purchasable by
the holder of this Warrant upon the exercise of such Warrant.

         "WARRANTHOLDER" shall mean Purchaser, as the initial holder of this
Warrant, and its nominees, successors or assigns, including any subsequent
holder of this Warrant to whom it has been legally transferred.

         SECTION 2. AMOUNT OF SHARES AND EXERCISE OF WARRANT.

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         (a) Upon signing this Warrant Agreement, the Company has issued
separate warrants to Purchaser, entitling Purchaser to purchase 420,000
shares of Company common stock. The warrants issued this date to Purchaser
are each fully vested and earned.

         (a.1) At any time after the date hereof through and including the
Expiration Date, Purchaser may at any time and from time to time exercise
this Warrant, in whole or in part.

         (b) Warrantholder may exercise this Warrant by means of delivering
to the Company at its principal office: (i) a written notice of exercise,
including the number of Shares of Warrant Stock to be delivered pursuant to
such exercise and identifying whether the exercise is being made by cash
purchase or conversion of shares of common stock; (ii) this Warrant; and
(iii) if applicable, payment equal to the Exercise Price multiplied by the
number of shares exercised. In the event that any exercise shall not be for
all Shares of Warrant Stock purchasable hereunder, the Company shall deliver
to Warrantholder a new Warrant registered in the name of Warrantholder, of
like tenor to this Warrant and for the remaining shares of Warrant Stock
purchasable hereunder, within ten (10) days of any such exercise. The notice
of exercise described in clause (i) shall be in the Subscription Form set out
at the end of this Warrant.

         Warrantholder may elect to pay the Exercise Price to the Company
either:

(1) by cash, certified check or wire transfer: (2) by converting the Warrant
into Common Stock ("Warrant Conversion"); or (3) any combination of the
foregoing. Such election of the form of payment of the Exercise Price shall
be specified in the Subscription Form. If Warrantholder elects to pay the
Exercise Price through Warrant Conversion, the Company shall deliver to
Warrantholder (without payment by Warrantholder of any cash or other
consideration) that number of shares of Common Stock equal to the difference
of: (I) the total number of shares of Common Stock issuable upon exercise of
this Warrant MINUS (II) that number of Shares of Common Stock having an
aggregate "Value" (as defined herein) equal to the aggregate Exercise Price.
For purposes of this Section 2, "Value" per share of Common Stock shall be
the difference, as of the date of exercise, between the Exercise Price and
the Fair Market Value (as determined either by the average closing price of
the Company for the 5 trading days immediately preceding the conversion as
reported in THE WALL STREET JOURNAL (Southwest Edition) or, if the Company is
no longer public (through de-listing, change of control or otherwise), the
Fair Market Value as determined by mutual agreement of the Company and
Purchaser (including appropriate discounts for illiquidity, minority and lack
of marketability), and if such cannot be mutually agreed, then as determined
by an independent appraiser expert in the industry, the cost of which would
be shared equally by the Company and the Warrantholder.

Notwithstanding the foregoing, Purchaser may utilize Warrant Conversion to
pay the Exercise Price only for a maximum of 50% of the total Warrant Stock.
Each transaction involving payment of the Exercise Price can be made at the
discretion of the purchaser up to 100% "cashless" warrant conversion.

         (c) Upon exercise of this Warrant and delivery of the Subscription
Form with proper payment relating thereto, the Company shall cause to be
executed and delivered to Warrantholder as soon as possible, and in no event
later than five business days thereafter, a certificate or certificates
representing the aggregate number of fully-paid and nonassessable shares of
Common Stock issuable upon such exercise.

         (d) The stock certificate or certificates for Warrant Stock to be
delivered in accordance with this Section 2 shall be in such denominations as
may be specified in the Subscription Form, and shall be registered in the
name of Warrantholder or such other name or names as shall be designated in
said Subscription Form. Such certificate or certificates shall be deemed to
have been issued, and Warrantholder or any other person so designated to be
named therein shall be deemed to have become the holder of record of such
shares, including to the extent permitted by law the right to vote such
shares or to consent or to receive notice as stockholders, as of the time
said Subscription Form is delivered to the Company as aforesaid.

         (e) The Company shall pay all expenses payable in connection with
the preparation, issue and delivery of stock certificates under this Section
2; provided, however, that Warrantholder shall pay any transfer taxes
resulting from the exercise of the Warrant and the issuance of Warrant Stock
hereunder.

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         (f) All shares of Warrant Stock issuable upon the exercise of this
Warrant in accordance with the terms hereof shall be validly issued, fully
paid and nonassessable, and free from all liens and other encumbrances
thereon, other than liens or other encumbrances created by Warrantholder.

         (g) In no event shall any fractional share of Common Stock of the
Company be issued upon any exercise of this Warrant. If, upon any exercise of
this Warrant, Warrantholder would, except as provided in this paragraph, be
entitled to receive a fractional share of Common Stock, then the Company
shall deliver in cash to such holder an amount equal to such fractional
interest.

         SECTION 3. ADJUSTMENT OF EXERCISE PRICE AND WARRANT STOCK.

         (a) If, at any time prior to the Expiration Date, the number of
outstanding shares of Common Stock is: (i) increased by a stock dividend
payable in shares of Common Stock or by a subdivision or split-up of shares
of Common Stock; or (ii) decreased by a combination of shares of Common
Stock, then, following the dividend or effective date of such stock dividend,
subdivision, split-up, or combination, the Exercise Price shall be adjusted
to a new amount equal to the product of (I) the Exercise Price in effect on
such record date, and (II) the quotient obtained by dividing (x) the number
of shares of Common Stock outstanding on such record date (without giving
effect to the event referred to in the foregoing clause (i) or (ii)), by (y)
the number of shares of Common Stock which would be outstanding immediately
after the event referred to in the foregoing clause (i) or (ii), if such
event had occurred immediately following such record date.

         (b) If, after the date of Closing, and at any time prior to the
Expiration Date, the Company issues or sells shares of its Common Stock or
any other shares of its Common Stock or any other securities convertible into
or exchangeable for Common Stock ("Convertible Securities"), or in any manner
grants or re-prices any warrants, options or other rights (collectively,
"Options") to purchase shares of Common Stock or Convertible Securities,
after the date hereof, which entitles the subscriber, or the holder of such
Option or Convertible Security, to purchase any shares of Common Stock at
less than the then current Exercise Price (or the Exercise Price as
ultimately determined pursuant to the definition of Exercise Price), then the
Exercise Price in effect immediately prior to such action by the Company
shall be adjusted to equal the price at which any such subscriber or holder
shall be entitled to purchase any such shares of Common Stock.

         (c) In the event that either of the events described in Section 3(a)
or Section 3(b) shall occur prior to the determination of the Exercise Price
(pursuant to the definition of such term), then immediately upon the
occurrence of the event that shall cause the determination of the Exercise
Price pursuant to such definition, such Exercise Price shall immediately be
adjusted in accordance with this Section 3.

         (d) Upon each adjustment of the Exercise Price as provided in
Section 3(a) or Section 3(b), Warrantholder shall thereafter be entitled to
subscribe for and purchase, at the Exercise Price resulting from such
adjustment, the number of shares of Warrant Stock equal to the product of:
(i) the number of shares of Warrant Stock existing prior to such adjustment;
and (ii) the quotient obtained by dividing (I) the Exercise Price existing
prior to such adjustment by (II) the new Exercise Price resulting from such
adjustment.

         (e) If, at any time prior to the Expiration Date, there occurs an
event which would cause the automatic conversion ("Automatic Conversion") of
the Warrant Stock into shares of the Company's common stock ("Common Stock")
in accordance with the Articles, then any Warrant shall thereafter be
exercisable, prior to the Expiration Date, into the number of shares of
Common Stock into which the Warrant Stock would have been convertible
pursuant to the Articles if the Automatic Conversion had not taken place.

         SECTION 4. DIVISION AND COMBINATION. This Warrant may be divided or
combined with other Warrants upon presentation at the office of the Company,
together with a written notice specifying the names and denominations in
which new Warrants are to be issued, signed by Warrantholder or its agent or
attorney. The Company shall pay all expenses in connection with the
preparation, issue and delivery of Warrants under this Section 4, including
any transfer taxes resulting from the division or combination hereunder. The
Company agrees to maintain at its office books for the registration of the
Warrants.

         SECTION 5. RECLASSIFICATION, ETC. In case of any reclassification or
change of the outstanding Common Stock of the Company (other than as a result
of a subdivision, combination or stock dividend), or in case

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of any consolidation of the Company with, or merger of the Company into,
another corporation or other business organization (other than a
consolidation or merger in which the Company is the continuing corporation
and which does not result in any reclassification or change of the
outstanding Common Stock of the Company), at any time prior to the Expiration
Date, then, as a condition of such reclassification, reorganization, change,
consolidation or merger, lawful provision shall be made, and duly executed
documents evidencing the same from the Company or its successor shall be
delivered to Warrantholder, so that Warrantholder shall have the right prior
to the Expiration Date to purchase, at a total price not to exceed that
payable upon the exercise of this Warrant, the kind and amount of shares of
stock and other securities and property receivable upon such
reclassification, reorganization, change, consolidation or merger by a holder
of the number of shares of Common Stock of the Company which might have been
purchased by Warrantholder immediately prior to such reclassification,
reorganization, change, consolidation or merger, and in any such case
appropriate provisions shall be made with respect to the rights and interest
of Warrantholder to the end that the provisions hereof (including provisions
for the adjustment of the Exercise Price and of the number of shares
purchasable upon exercise of this Warrant) shall thereafter be applicable in
relation to any shares of stock and other securities and property thereafter
deliverable upon the exercise of this Warrant.

         SECTION 6. RESERVATION AND AUTHORIZATION OF CAPITAL STOCK. The
Company shall at all times reserve and keep available for issuance such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants.

         SECTION 7. STOCK AND WARRANT BOOKS. The Company will not at any
time, except upon dissolution, liquidation or winding up, close its stock
books or Warrant books so as to result in preventing or delaying the exercise
of any Warrant.

         SECTION 8. LIMITATION OF LIABILITY. No provisions hereof, in the
absence of affirmative action by Warrantholder to purchase Warrant Stock
hereunder, shall give rise to any liability of Warrantholder to pay the
Exercise Price or as a stockholder of the Company (whether such liability is
asserted by the Company or creditors of the Company).

         SECTION 9. REGISTRATION RIGHTS. The Warrant Stock issuable upon
exercise of this Warrant is subject to the provisions of a certain
Registration Rights Agreement, dated the same date as this Warrant, by and
among the Company, Purchaser and the other Lenders.

         SECTION 10. TRANSFER. Subject to compliance with the Securities Act
and the applicable rules and regulations promulgated thereunder, this Warrant
and all rights hereunder shall be transferable in whole or in part. Any such
transfer shall be made at the offices of the Company at which this Warrant is
exercisable by Warrantholder or its duly authorized attorney upon surrender
of this Warrant together with an assignment hereof properly endorsed.
Promptly thereafter a new warrant shall be issued and delivered by the
Company, registered in the name of the assignee. Until registration of the
transfer of this Warrant on the books of the Company, the Company may treat
Purchaser as the owner hereof for all purposes.

         SECTION 11. INVESTMENT REPRESENTATIONS; RESTRICTIONS ON TRANSFER OF
WARRANT STOCK. Unless a current registration statement under the Securities
Act shall be in effect with respect to the Warrant Stock to be issued upon
exercise of this Warrant, Warrantholder, by accepting this Warrant, covenants
and agrees that, at the time of exercise hereof, and at the time of any
proposed transfer of Warrant Stock acquired upon exercise hereof,
Warrantholder will deliver to the Company a written statement that the
Warrant Stock acquired by Warrantholder upon exercise hereof is for the
account of Warrantholder (or is being held by Warrantholder as trustee,
investment manager, investment advisor or as any other fiduciary for the
account of the beneficial owner or owners) for investment, and is not being
acquired with a view to, or for sale in connection with, any distribution
thereof (or any portion thereof), and with no present intention (at any such
time), of offering and distributing such Warrant Stock (or any portion
thereof). The Warrant Stock may contain a standard securities law restrictive
legend reasonably required by the Secretary of the Company.

         SECTION 12. LOSS, DESTRUCTION OF WARRANT. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
any Warrant and, in the case of any such loss, theft or destruction, upon
receipt of indemnity and/or security reasonably satisfactory to the Company
or, in the case of any such mutilation,

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upon surrender and cancellation of such Warrant, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of identical tenor and representing the right to purchase the same
aggregate number of shares of Common Stock.

         SECTION 13. ACCREDITED INVESTOR. Warrantholder represents that
Warrantholder is an accredited investor in all respects as defined under the
Securities Exchange Act and all other Federal and State Regulations.

         SECTION 14. AMENDMENTS. The terms of this Warrant may be amended,
and the observance of any term herein may be waived, but only with the
written consent of the Company and Warrantholder.

         SECTION 15. NOTICES GENERALLY. Any notice, request, consent, other
communication or delivery pursuant to the provisions hereof shall be in
writing and shall be sent by one of the following means: (i) by registered or
certified first class mail, postage prepaid, return receipt requested; (ii)
by facsimile transmission with confirmation of receipt; (iii) by nationally
recognized courier service guaranteeing overnight delivery; or (iv) by
personal delivery; and shall be properly addressed to Warrantholder at the
last known address or facsimile number appearing on the books of the Company,
or, except as herein otherwise expressly provided, to the Company at its
principal executive office, or such other address or facsimile number as
shall have been furnished to the party giving or making such notice, demand
or delivery.

         SECTION 16. SUCCESSORS AND ASSIGNS. This Warrant shall bind and
inure to the benefit of and be enforceable by the parties hereto and their
respective permitted successors and assigns which shall be limited to
Affiliates of the holder hereof.

         SECTION 17. ARBITRATION. The parties agree that any dispute arising
hereunder will be subject to Christian mediation. The parties will endeavor
to choose a neutral, third-party Christian mediator who does not have a
personal relationship with either, and on whom they can both agree. If the
parties are unable to reach written agreement on a mediator, then each will
choose one neutral Christian mediator from the list of Christian mediators in
any credible Christian mediation organization, and within fifteen (15) days
those chosen individuals will choose a mediator appropriate for this
mediation. If the parties are unable to reach an agreement through mediation,
both agree to submit their dispute to binding arbitration within ninety (90)
days from the selection of the arbitrator. If after thirty (30) days from the
unsuccessful mediation, the parties are unable to reach a written agreement
on an arbitrator, then the process for choosing a mediator outlined
previously in this paragraph will be instituted to aid in the appointment of
an arbitrator. The appointment shall be binding.

         SECTION 18. GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS WARRANT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN SUCH STATE, EXCEPT WITH RESPECT TO THE VALIDITY OF THIS
WARRANT, THE ISSUANCE OF WARRANT STOCK UPON EXERCISE HEREOF AND THE RIGHTS
AND DUTIES OF THE COMPANY WITH RESPECT TO REGISTRATION OF TRANSFER, WHICH
SHALL BE GOVERNED BY THE GENERAL CORPORATION LAW OF THE STATE OF TEXAS, IN
EACH CASE WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE
OF TEXAS. THE PARTIES AGREE THAT ANY DISPUTE ARISING HEREUNDER WILL BE
SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE HARRIS COUNTY DISTRICT COURTS.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by a duly authorized officer.

Dated: August 14, 2001

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                                             iEXALT, INC., A NEVADA CORPORATION


                                             By:   /s/ DONALD W. SAPAUGH
                                               -----------------------------
                                                      DONALD W. SAPAUGH, CEO



SUBSCRIPTION FORM


                (to be executed only upon exercise of Warrant)



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


         [Choose one or both of the paragraphs, as applicable]

      The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. 1), hereby irrevocably elects to purchase _____________ shares
of the Common Stock covered by such Warrant and herewith makes payment of
$__________, representing the full purchase price for such shares at the
price per share provided for in such Warrant.

         The undersigned, pursuant to the provisions set forth in the
attached Warrant (No. 1), hereby irrevocably elects to exercise the right of
conversion represented by the attached Warrant for ____ shares of Common
Stock, and as payment therefor hereby directs iExalt, Inc. to withhold that
number of shares of Common Stock that the undersigned would otherwise be
entitled thereunder.



         Dated: ____________                 Name:______________________________

                                             Signature:_________________________

                                             Address: __________________________


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