-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UR1Df+t3oYE7Quxc67EB5oqj1YG9+cOm0w6e7MWrUiPCFS0Rh9gdUpKOYa990+/O CN1eHgP4xLQmVYhkB79s2A== 0000912057-01-521069.txt : 20010626 0000912057-01-521069.hdr.sgml : 20010626 ACCESSION NUMBER: 0000912057-01-521069 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010625 EFFECTIVENESS DATE: 20010625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEXALT INC CENTRAL INDEX KEY: 0000313625 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 751667097 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63788 FILM NUMBER: 1666911 BUSINESS ADDRESS: STREET 1: 12000 AEROSPACE AVE STREET 2: SUITE 375 CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 2814648400 MAIL ADDRESS: STREET 1: 12000 AEROSPACE AVE STREET 2: SUITE 375 CITY: HOUSTON STATE: TX ZIP: 77034 FORMER COMPANY: FORMER CONFORMED NAME: SUNBELT EXPLORATION INC DATE OF NAME CHANGE: 19980821 S-8 1 a2052491zs-8.txt S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ IEXALT, INC. (Exact Name of Registrant as Specified in its Charter) ------------ NEVADA 75-1667097 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 12000 AEROSPACE AVENUE, SUITE 375 HOUSTON, TEXAS 77034 (Address of Principal Executive Offices) ------------ CONSULTING AGREEMENTS WITH TENSOR TECHNOLOGIES, INC., RJ HALDEN HOLDINGS, INC., AND CRESSON INVESTMENTS, INC. (Full Title of the Plan) ------------ Name, Address and Telephone Number of Agent for Service: Copy of Communications to: DONALD W. SAPAUGH JAMES W. CHRISTIAN IEXALT, INC. CHRISTIAN & SMITH, P.C. 12000 AEROSPACE AVE, SUITE 375 2302 FANNIN, SUITE 500 HOUSTON, TEXAS 77034 HOUSTON, TEXAS 77002 281-464-8400 713-659-7617
CALCULATION OF REGISTRATION FEE ================================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT TO OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001 per share 5,000,000 $0.185 $925,000 $231.25 ==================================================================================================================================
(1) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low prices for the Common Stock on The Electronic Over-the-Counter Bulletin Board on June 22, 2001, $0.185. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The following documents listed under this Part I and the documents incorporated by reference under Item 3 of Part II to this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act, and are incorporated herein by reference. ITEM 1. PLAN INFORMATION The information required to be provided pursuant to this Item to the Participant Randy Moseley the principal in Tensor Technologies, Inc., Participant Ric Halden the principal in RJ Halden Holdings, Inc., and Participant Stan Woods the principal in Cresson Investments, Inc. is set forth in the Consulting Agreements between iEXALT, INC. and Tensor Technologies, Inc. dated June 14, 2001(the "Consulting Agreement"), iEXALT, INC. and RJ Halden Holdings, Inc. dated June 21, 2001(the "Consulting Agreement"), and iEXALT, INC. and Cresson Investments, Inc., dated June 21, 2001 (the "Consulting Agreement"). ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The written statement required to be provided to participants pursuant to this Item is set forth in the Consulting Agreements referenced in Item 1 above. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of the following documents filed by iEXALT, INC., a Nevada corporation ("iEXALT" or the "Registrant"), with the Securities and Exchange Commission (the "Commission") are incorporated into this registration statement ("Registration Statement") by reference: (i) Annual Report on Form 10-KSB for the fiscal year ended August 31, 2000; (ii) Quarterly Reports on Form 10-QSB for the quarters ended November 30, 2000 and February 28, 2001; and (iii) Current Reports on Form 8-K as filed on September 19, 2000, October 12, 2000 (as amended on December 11, 2000), November 8, 2000 (as amended on January 8, 2001), February 23, 2001, March 7, 2001, March 13, 2001, and June 8, 2001. All documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the filing date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. We will provide without charge to each participant in the written compensation contracts, upon written or oral request of such person, a copy (without exhibits, unless such exhibits are specifically incorporated by reference) of any or all of the documents incorporated by reference pursuant to this Item 3. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Nevada General Corporation Law ("NGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to (i) any action or suit by or in the right of the corporation against expenses, including amounts paid in settlement and attorneys' fees, actually and reasonably incurred, in connection with the defense or settlement believed to be in, or not opposed to, the best interests of the corporation, except that indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation and (ii) any other action or suit or proceeding against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred, if he or she acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, reasonable cause to believe his or her conduct was unlawful. To the extent that a director, officer, employee or agent has been "successful on the merits or otherwise" the corporation must indemnify such person. The articles II-1 of incorporation or bylaws may provide that the expenses of officers and directors incurred in defending any such action must be paid as incurred and in advance of the final disposition of such action. The NGCL also permits the registrant to purchase and maintain insurance on behalf of the registrants directors and officers against any liability arising out of their status as officers and directors, whether or not the registrant would have the power to indemnify him against such liability. These provisions may be sufficiently broad to indemnify such persons for liabilities arising under the Securities Act. Our Articles and bylaws provide that we shall, to the fullest extent allowed by applicable law, indemnify any director, officer, employee, agent or other representative of iExalt in connection with certain actions, suits or proceedings, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred. Our Articles and bylaws also provide that, by resolution of the board of directors, we may pay any expenses incurred by our directors, officers, employees, agents or other representatives of iExalt in defending such an action, in advance of the final disposition of such action. The NGCL provides that a corporation's articles of incorporation may contain a provision which eliminates or limits the personal liability of a director or officer to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that such a provision must not eliminate or limit the liability of a director or officer for: (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of illegal distributions. Our Articles include a provision eliminating the personal liability of directors for breach of fiduciary duty to the extent allowed under applicable law. Our bylaws provide that we may maintain insurance, at our expense, to protect us and any of our directors, officers, employees or agents or any person serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the NGCL. We carry directors and officers liability insurance that would indemnify our directors and officers against damages arising out of certain kinds of claims that might be made against them based on their negligent acts or omissions while acting in their capacity as officers and directors. The policy also reimburses us for liability incurred in the indemnification of our directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue. The above discussion of the NGCL and our Articles and bylaws is not intended to be exhaustive and is qualified in its entirety by the NGCL and our Articles and bylaws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS EXHIBIT NO. DESCRIPTION ------- ---------------------------------------------------------------------- 4.1 Letter Agreements between iEXALT, INC. and Tensor Technologies, Inc., dated June 14, 2001, iEXALT, INC. and RJ Halden Holdings, Inc. dated June 21, 2001, and iEXALT, INC. and Cresson Investments, Inc., dated June 21, 2001. (filed herewith). 5.1 Opinion of Bond & Taylor, L.L.P. with respect to legality of securities (filed herewith). II-2 EXHIBIT NO. DESCRIPTION ------- ---------------------------------------------------------------------- 23.1 Consent of Harper & Pearson Company, P.C. (filed herewith). 23.2 Consent of Baird, Kurtz & Dobson, P.C. (filed herewith). 24.1 Powers of Attorney (included on signature page). ITEM 9. UNDERTAKINGS (a) UNDERTAKING TO UPDATE The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement; and (iii) include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. II-3 (c) UNDERTAKING WITH RESPECT TO INDEMNIFICATION Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James W. Christian his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this Registration Statement, and to file the same, or caused to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of him, may lawfully do or cause to be done by virtue hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 21st day of June, 2001. iEXALT, INC. By: /s/ JAMES W. CHRISTIAN ------------------------------------- James W. Christian GENERAL COUNSEL In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 21st day of June, 2001. SIGNATURE TITLE --------- ----- Chief Executive Officer and Chairman /s/ DONALD W. SAPAUGH of the Board (principal executive - ------------------------------------- officer), President and Director Donald W. Sapaugh Chief Financial Officer, Executive /s/ CHRIS L. SISK Vice President (principal financial - ------------------------------------- officer, principal accounting officer) Chris L. Sisk /s/ HUNTER CARR - ------------------------------------- Director Hunter Carr /s/ MORRIS H. CHAPMAN - ------------------------------------- Director Morris H. Chapman /s/ VICTORIA A. CARR - ------------------------------------- Director Victoria A. Carr /S/ DANE WEST - -------------------------------------- Director Dane West INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ------- ---------------------------------------------------------------------- 4.1 Letter Agreements between iEXALT, INC. and Tensor Technologies, Inc., iEXALT, INC. and RJ Halden Holdings, Inc. dated June 21, 2001, and iEXALT, INC. and Cresson Investments, Inc., dated June 21, 2001. (filed herewith). 5.1 Opinion of Bond & Taylor, L.L.P. with respect to legality of securities (filed herewith). 23.1 Consent of Harper Pearson Company, P.C. (filed herewith). 23.2 Consent of Baird, Kurtz and Dobson, P.C. (filed herewith). 24.1 Powers of Attorney (included on signature page). EX-4.1 2 a2052491zex-4_1.txt EXHIBIT 4.1 EXHIBIT 4.1 [iExalt INC. LETTERHEAD] June 14, 2001 Mr. Randy Moseley Tensor Technologies, Inc. 213 Palomino Court Ft. Worth, TX 76126 Re: Letter Agreement / Consideration for Consulting Services Dear Mr. Moseley: This letter documents the agreement that we have negotiated. From the period of June 14, 2001 to June 13, 2003, with renewal options on an annual basis thereafter. Mr. Moseley will provide significant services to iExalt, Inc. (the "Company") related to the following: Randy Moseley shall provide consulting and advisory services to iExalt towards developing iExalt's technology plan to accomplish its strategic and business plans and integrate the Company's business operations. The time, attention and consulting services to be devoted by Mr. Moseley is expected to be significant. As such, our Board of Directors has approved the grant of 1,400,000 shares of the Company's common stock, par value $.001 per share, as consideration for your services in addition to any other prior approved out of pocket fees due under the Consulting Agreement. Pursuant to our negotiations, the Company has agreed, on a best efforts basis, to seek registration of the shares underlying this agreement using a registration on Form S-8. Please signify your agreement to this fee structure by signing below and fax and mail such executed letter to the Company at the address noted above. Thank you again for your efforts and we look forward to a continued relationship. Sincerely, /s/ DONALD W. SAPAUGH Donald W. Sapaugh Chairman/CEO ms ACCEPTED AND AGREED TO: /s/ RANDY MOSELEY -------------------------------------- RANDY MOSELEY [iExalt INC. LETTERHEAD] June 21, 2001 Mr. Ric Halden RJ Halden Holdings, Inc. 213 Palomino Court Ft. Worth, TX 76126 Re: Letter Agreement / Consideration for Consulting Services Dear Mr. Halden: This letter documents the agreement that we have negotiated. From the period of June 14, 2001 to June 13, 2003, with renewal options on an annual basis thereafter. Mr. Halden will provide significant services to iExalt, Inc. (the "Company") related to RJ Halden Holdings shall provide consulting and advisory services in assistance with debt consolidation and cash-flow planning and assist in negotiations with creditors. The time, attention and consulting services to be devoted by Mr. Halden is expected to be significant. As such, our Board of Directors has approved the grant of 1,800,000 shares of the Company's common stock, par value $.001 per share, as consideration for your services in addition to any other prior approved out of pocket fees due under the Consulting Agreement. Pursuant to our negotiations, the Company has agreed, on a best efforts basis, to seek registration of the shares underlying this agreement using a registration on Form S-8. Please signify your agreement to this fee structure by signing below and fax and mail such executed letter to the Company at the address noted above. Thank you again for your efforts and we look forward to a continued relationship. Sincerely, /s/ DONALD W. SAPAUGH Donald W. Sapaugh Chairman/CEO ms ACCEPTED AND AGREED TO: /s/ RIC HALDEN ------------------------------------------- RICHARD J. HALDEN, RJ Halden Holdings, Inc. [iExalt INC. LETTERHEAD] June 21, 2001 Mr. Stan Woods Cresson Investments, Inc. 213 Palomino Court Ft. Worth, TX 76126 Re: Letter Agreement / Consideration for Consulting Services Dear Mr. Woods: This letter documents the agreement that we have negotiated. From the period of June 14, 2001 to June 13, 2003, with renewal options on an annual basis thereafter. Mr. Woods will provide significant services to iExalt, Inc. (the "Company") related to : 1. Stan Woods shall provide consulting and advisory services for rationalization of subsidiary structure and divestiture of lines of business. 2. Stan Woods shall provide business development, and advisory services concerning rationalization of personnel post-divesture consolidation and related compensation issues. The time, attention and consulting services to be devoted by Mr. Woods is expected to be significant. As such, our Board of Directors has approved the grant of 1,800,000 shares of the Company's common stock, par value $.001 per share, as consideration for your services in addition to any other prior approved out of pocket fees due under the Consulting Agreement. Pursuant to our negotiations, the Company has agreed, on a best efforts basis, to seek registration of the shares underlying this agreement using a registration on Form S-8. Please signify your agreement to this fee structure by signing below and fax and mail such executed letter to the Company at the address noted above. Thank you again for your efforts and we look forward to a continued relationship. Sincerely, /s/ DONALD W. SAPAUGH Donald W. Sapaugh Chairman/CEO ms ACCEPTED AND AGREED TO: /s/ STAN WOODS -------------------------------------- Stan Woods, Cresson Investments, Inc. EX-5.1 3 a2052491zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 [BOND & TAYLOR, L.L.P.. LETTERHEAD] JUNE 25, 2001 iExalt, Inc. 12000 Aerospace Avenue Suite 375 Houston, Texas 77034 Ladies and Gentlemen: We have acted as counsel to iExalt, Inc., a Nevada corporation (the "COMPANY"), in connection with the preparation of a Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates, among other things, to an aggregate of 5,000,000 shares (the "SHARES") of the Company's common stock, par value $.001 per share (the "COMMON STOCK"), issuable pursuant to the Letter Agreements with TENSOR TECHNOLOGIES, Inc., RJ HALDEN HOLDINGS, INC., AND CRESSON INVESTMENTS, INC. (the "WRITTEN CONSULTING CONTRACTS"). We have examined the Written Consulting Contracts and such corporate records, documents, instruments and certificates of the Company, and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company. Based upon such examination and review, we are of the opinion that the Shares will, upon issuance in accordance with the Written Compensation Contract, be validly issued, fully paid and non-assessable outstanding shares of Common Stock. This Firm consents to the filing of this opinion as an exhibit to the Registration Statement. This opinion is to be used solely for the purpose of the registration of the shares and may not be used for any other purpose. This opinion is conditioned upon the Registration Statement being declared effective and upon compliance by the Company with all applicable provisions of the Securities Act of 1933, as amended, and such state securities rules, regulations and laws as may be applicable. Very truly yours, By: BOND & TAYLOR, L.L.P. /s/ Adrienne Randle Bond -------------------------------- Adrienne Randle Bond EX-23.1 4 a2052491zex-23_1.txt EXHIBIT 23.1 Exhibit No. 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 21, 2000, which appears in the annual Form 10-KSB for iExalt, Inc., dated November 29, 2000 for the year ended August 31, 2000. We also consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 9, 2000, which appears in the Current Report on Form 8-K/A for iExalt, Inc., dated January 8, 2001. /s/ HARPER & PEARSON COMPANY HARPER & PEARSON COMPANY Houston, Texas June 19, 2001 EX-23.2 5 a2052491zex-23_2.txt EXHIBIT 23.2 Exhibit No. 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We consent to the incorporation by reference in this Registration Statement on Form S-8 (File Nos. 333-37426 and 333-4052) of iExalt, Inc. of our report dated July 31, 2000, on the financial statements of PremierCare, LLC. included in Form 8-K/A filed with the Securities and Exchange Commission on September 25, 2000. /s/ BAIRD, KURTZ AND DOBSON, P.C. BAIRD, KURTZ AND DOBSON, P.C. Bowling Green, Kentucky June 19, 2001 -----END PRIVACY-ENHANCED MESSAGE-----