February 8, 2002 Dr. Paul Reid 4101 Ravenswood Road Suite 128 Fort Lauderdale FL 33312. Re: Letter Agreement / Consideration for Consulting Services Dear Dr. Reid:

Exhibit 99.3

February 8, 2002

Dr. Xxxx Xxxx
0000 Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxxxxxxx XX 00000.

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 public relations services, and
2.	Xx. Xxxx shall provide consulting and advisory services for corporate strategic planning.

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 70,000 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/ Xx. Xxxx Xxxx_______________________	___2/8/02_____
Dr. Xxxx Xxxx	date