<PAGE>

                                  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

<TABLE>
<CAPTION>

                                                      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
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                   <C>                 <C>                  <C>
Common Stock, par value $.001 per share           5,000,000             $0.185              $925,000             $231.25
==================================================================================================================================
</TABLE>

(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.

<PAGE>

                                     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

<PAGE>
                                     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
<PAGE>

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
<PAGE>

  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
<PAGE>

      (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

<PAGE>

                                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


<PAGE>

                                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).
[{"type": "S-8", "sequence": "1", "filename": "a2052491zs-8.txt", "description": "S-8", "secsgml_size_bytes": 21017}]
{"company-data": {"conformed-name": "IEXALT INC", "cik": "0000313625", "assigned-sic": "7370", "irs-number": "751667097", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63788", "film-number": "1666911"}, "business-address": {"street1": "12000 AEROSPACE AVE", "street2": "SUITE 375", "city": "HOUSTON", "state": "TX", "zip": "77034", "phone": "2814648400"}, "mail-address": {"street1": "12000 AEROSPACE AVE", "street2": "SUITE 375", "city": "HOUSTON", "state": "TX", "zip": "77034"}, "former-company": {"former-conformed-name": "SUNBELT EXPLORATION INC", "date-changed": "19980821"}}
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).