February 8, 2002 Isabel June Hall Chateau Perigord #142 Monte Carlo 98000 Monaco Re: Letter Agreement / Consideration for Consulting Services Dear Ms. Hall:

Exhibit 99.2

February 8, 2002

Xxxxxx Xxxx Xxxx
Chateau Perigord #142
Monte Carlo 98000
Monaco

Re: Letter Agreement / Consideration for Consulting Services

Dear Xx. Xxxx:

This letter documents the agreement that we have negotiated. From the period of February 10, 2002 to February 10, 2003, with renewal options on an annual basis thereafter. Xx. Xxxx will provide significant services to iExalt, Inc. (the "Company") related to :

1.	Xx. Xxxx shall provide advertising and public relations services for iExalt with a focus on expansion into European countries.
2.	Xx. Xxxx shall assist with development of marketing strategies for iExalt's products overseas.

The time, attention and consulting services to be devoted by Xx. Xxxx is expected to be significant.

As such, our Board of Directors has approved the grant of 65,000 shares of the Company's common stock, par value $.05 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/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Chairman/CEO
ms

ACCEPTED AND AGREED TO:

__/s/ Xxxxxxx Xxxx Hall_____________________	____10-2-2002___
Xxxxxxx Xxxx Xxxx	date