<PAGE>

                                                                   EXHIBIT 10.16

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

                           INTERNET LAW LIBRARY, INC.

                                     WARRANT

Warrant No.1                                                Dated: May 19, 2000


         Internet Law Library, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, Aspen Capital Partners, Inc. or its
registered assigns ("Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company up to a total of 200,000 shares of common
stock, $.001 par value per share (the "Common Stock"), of the Company (each
such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an
exercise price equal to $3.3994 per share (as adjusted from time to time as
provided in Section 8, the "Exercise Price"), at any time and from time to
time from and after the date hereof and through and including May 19, 2005
(the "Expiration Date"), and subject to the following terms and conditions:

                  1.       REGISTRATION OF WARRANT. The Company shall register
this Warrant, upon records to be maintained by the Company for that purpose
(the "Warrant Register"), in the name of the record Holder hereof from time to
time. The Company may deem and treat the registered Holder of this Warrant as
the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, and the Company shall
not be affected by notice to the contrary.

                  2.       REGISTRATION OF TRANSFERS AND EXCHANGES.
<PAGE>

                           (a)      The Company shall register the transfer of
any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and
signed, to the Transfer Agent or to the Company at its address for notice set
forth in Section 12. Upon any such registration or transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing the
remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance of such transferee of all of
the rights and obligations of a holder of a Warrant.

                           (b)      This Warrant is exchangeable, upon the
surrender hereof by the Holder to the office of the Company at its address for
notice set forth in Section 12 for one or more New Warrants, evidencing in the
aggregate the right to purchase the number of Warrant Shares which may then be
purchased hereunder. Any such New Warrant will be dated the date of such
exchange.

                  3.       DURATION AND EXERCISE OF WARRANTS.

                           (a)      This Warrant shall be exercisable by the
registered Holder on any business day before 5:30 P.M., New York City time, at
any time and from time to time on or after the date hereof to and including
the Expiration Date. At 5:30 P.M., New York City time on the Expiration Date,
the portion of this Warrant not exercised prior thereto shall be and become
void and of no value. Prior to the Expiration Date, the Company may not call
or otherwise redeem this Warrant without the prior written consent of the
Holder.

                           (b)      Upon delivery of a duly completed and
signed Form of Election to Purchase, which is attached hereto, to the Company
at its address for notice set forth in Section 12 and upon payment of the
Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, in the manner provided hereunder, all as
specified by the Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than 3 business days after the Date of
Exercise (as defined herein)) issue or cause to be issued and cause to be
delivered to or upon the written order of the Holder and in such name or names
as the Holder may designate, a certificate for the Warrant Shares issuable
upon such exercise, free of restrictive legends except (i) either in the event
that a registration statement covering the resale of the Warrant Shares and
naming the Holder as a selling stockholder thereunder is not then effective or
the Warrant Shares are not freely transferable without volume restrictions
pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), or (ii) if this Warrant shall have been issued
pursuant to a written agreement between the original Holder and the Company,
as required by such agreement. Any person so designated by the Holder to
receive Warrant Shares shall be deemed to have become holder of record of such
Warrant Shares as of the Date of Exercise of this Warrant. The Company shall,
upon request of the Holder, if available, use its best efforts to deliver
Warrant Shares hereunder electronically through the Depository Trust
Corporation or another established clearing corporation performing similar
functions.

                                      -2-
<PAGE>

                           A "Date of Exercise" means the date on which the
Company shall have received (i) the Form of Election to Purchase attached
hereto (or attached to such New Warrant) appropriately completed and duly
signed, and (ii) payment of the Exercise Price for the number of Warrant
Shares so indicated by the holder hereof to be purchased.

                           (c)      This Warrant shall be exercisable, either
in its entirety or, from time to time, for a portion of the number of Warrant
Shares. If less than all of the Warrant Shares which may be purchased under
this Warrant are exercised at any time, the Company shall issue, or cause to
be issued, at its expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares for which no exercise has been evidenced by
this Warrant.

                  4. PIGGYBACK REGISTRATION RIGHTS. During the Effectiveness
Period (as defined in the Registration Rights Agreement, of even date
herewith, between the Company and the original Holder), the Company may not
file any registration statement with the Securities and Exchange Commission
(other than registration statements of the Company filed on Form S-8 or Form
S-4, each as promulgated under the Securities Act, pursuant to which the
Company is registering securities pursuant to a Company employee benefit plan
or pursuant to a merger, acquisition or similar transaction including
supplements thereto, but not additionally filed registration statements in
respect of such securities) at any time when there is not an effective
registration statement covering the resale of the Warrant Shares and naming
the Holder as a selling stockholder thereunder, unless the Company provides
the Holder with not less than 20 days notice of its intention to file such
registration statement and provides the Holder the option to include any or
all of the applicable Warrant Shares therein. The piggyback registration
rights granted to the Holder pursuant to this Section shall continue until all
of the Holder's Warrant Shares have been sold in accordance with an effective
registration statement or upon the Expiration Date. The Company will pay all
registration expenses in connection therewith, which expenses shall not
include any sales commissions, fees or discounts owed to any underwriter or
broker nor any legal expenses of the Holder in connection therewith.

                  5. PAYMENT OF TAXES. The Company will pay all documentary
stamp taxes attributable to the issuance of Warrant Shares upon the exercise
of this Warrant; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name
other than that of the Holder. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.

                  6. REPLACEMENT OF WARRANT. If this Warrant is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation hereof, or in lieu of and
substitution for this Warrant, a New Warrant, but only upon receipt of
evidence reasonably satisfactory to the Company (including without limitation,
an affidavit of such Holder) of such loss, theft or destruction and indemnity,
if requested, satisfactory to it. Applicants for a New Warrant under such
circumstances shall also comply with such other

                                      -3-
<PAGE>

reasonable regulations and procedures and pay such other reasonable charges as
the Company may prescribe.

                  7. RESERVATION OF WARRANT SHARES. The Company covenants that
it will at all times reserve and keep available out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other
actual contingent purchase rights of persons other than the Holder (taking
into account the adjustments and restrictions of Section 8). The Company
covenants that all Warrant Shares that shall be so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in
accordance with the terms hereof, be duly and validly authorized, issued and
fully paid and nonassessable.

                  8. CERTAIN ADJUSTMENTS. The Exercise Price and number of
Warrant Shares issuable upon exercise of this Warrant are subject to
adjustment from time to time as set forth in this Section 8. Upon each such
adjustment of the Exercise Price pursuant to this Section 8, the Holder shall
thereafter prior to the Expiration Date be entitled to purchase, at the
Exercise Price resulting from such adjustment, the number of Warrant Shares
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Shares issuable upon exercise of this
Warrant immediately prior to such adjustment and dividing the product thereof
by the Exercise Price resulting from such adjustment.

                           (a)      If the Company, at any time while this
Warrant is outstanding, (i) shall pay a stock dividend (except scheduled
dividends paid on outstanding preferred stock as of the date hereof which
contain a stated dividend rate) or otherwise make a distribution or
distributions on shares of its Common Stock or on any other class of capital
stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock into a larger number of shares, or (iii) combine outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number
of shares of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding after such
event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision or
combination, and shall apply to successive subdivisions and combinations.

                           (b)      In case of any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common
Stock is converted into other securities, cash or property, then the Holder
shall have the right thereafter to exercise this Warrant only into the shares
of stock and other securities and property receivable upon or deemed to be
held by holders of Common Stock following such reclassification or share
exchange, and the Holder shall be entitled upon such event to receive such
amount of securities or property equal to the amount of Warrant Shares such
Holder would have been entitled to had such Holder exercised this Warrant
immediately

                                      -4-
<PAGE>

prior to such reclassification or share exchange. The terms of any such
reclassification or share exchange shall include such terms so as to continue
to give to the Holder the right to receive the securities or property set
forth in this Section 8(b) upon any exercise following any such
reclassification or share exchange.

                           (c)       If the Company, at any time while this
Warrant is outstanding, shall distribute to all holders of Common Stock (and
not to holders of this Warrant) evidences of its indebtedness or assets or
rights or warrants to subscribe for or purchase any security (excluding those
referred to in Sections 8(a), (b) and (d)), then in each such case the
Exercise Price shall be determined by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator
shall be the Exercise Price determined as of the record date mentioned above,
and of which the numerator shall be such Exercise Price on such record date
less the then fair market value at such record date of the portion of such
assets or evidence of indebtedness so distributed applicable to one
outstanding share of Common Stock as determined by the Company's independent
certified public accountants that regularly examines the financial statements
of the Company (an "Appraiser").

                           (d)      If the Company or any subsidiary thereof,
as applicable with respect to Common Stock Equivalents (as defined below), at
any time while this Warrant is outstanding, shall issue shares of Common Stock
or rights, warrants, options or other securities or debt that is convertible
into or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS"),
entitling any person to acquire shares of Common Stock at a price per share
less than the Exercise Price (if the holder of the Common Stock or Common
Stock Equivalent so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights issued in
connection with such issuance, be entitled to receive shares of Common Stock
at a price less than the Exercise Price, such issuance shall be deemed to have
occurred for less than the Exercise Price), then the Exercise Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to the issuance of such Common
Stock or such Common Stock Equivalents plus the number of shares of Common
Stock which the offering price for such shares of Common Stock or Common Stock
Equivalents would purchase at the Exercise Price, and the denominator of which
shall be the sum of the number of shares of Common Stock outstanding
immediately prior to such issuance plus the number of shares of Common Stock
so issued or issuable, PROVIDED, that for purposes hereof, all shares of
Common Stock that are issuable upon conversion, exercise or exchange of Common
Stock Equivalents shall be deemed outstanding immediately after the issuance
of such Common Stock Equivalents. Such adjustment shall be made whenever such
Common Stock or Common Stock Equivalents are issued. However, upon the
expiration of any Common Stock Equivalents the issuance of which resulted in
an adjustment in the Exercise Price pursuant to this Section, if any such
Common Stock Equivalents shall expire and shall not have been exercised, the
Exercise Price shall immediately upon such expiration be recomputed and
effective immediately upon such expiration be increased to the price which it
would have been (but reflecting any other adjustments in the Exercise Price
made pursuant to the provisions of this

                                      -5-
<PAGE>

Section after the issuance of such Common Stock Equivalents) had the
adjustment of the Exercise Price made upon the issuance of such Common Stock
Equivalents been made on the basis of offering for subscription or purchase
only that number of shares of the Common Stock actually purchased upon the
exercise of such Common Stock Equivalents actually exercised.

                           (e)      In case of any (1) merger or consolidation
of the Company with or into another Person, or (2) sale by the Company of more
than one-half of the assets of the Company (on a book value basis) in one or a
series of related transactions, the Holder shall have the right thereafter to
exercise this Warrant for the shares of stock and other securities, cash and
property receivable upon or deemed to be held by holders of Common Stock
following such merger, consolidation or sale, and the Holder shall be entitled
upon such event or series of related events to receive such amount of
securities, cash and property as the Common Stock for which this Warrant could
have been exercised immediately prior to such merger, consolidation or sales
would have been entitled. The terms of any such merger, sale or consolidation
shall include such terms so as continue to give the Holder the right to
receive the securities, cash and property set forth in this Section upon any
conversion or redemption following such event. This provision shall similarly
apply to successive such events.

                           (f)      For the purposes of this Section 8, the
following clauses shall also be applicable:

                                    (i)  RECORD DATE.  In case the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them (A) to receive a dividend or other distribution payable in
Common Stock or in securities convertible or exchangeable into shares of
Common Stock, or (B) to subscribe for or purchase Common Stock or securities
convertible or exchangeable into shares of Common Stock, then such record date
shall be deemed to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of such dividend
or the making of such other distribution or the date of the granting of such
right of subscription or purchase, as the case may be.

                                    (ii)  TREASURY SHARES.  The number of
shares of Common Stock outstanding at any given time shall not include shares
owned or held by or for the account of the Company, and the disposition of any
such shares shall be considered an issue or sale of Common Stock.

                           (g)      All calculations under this Section 8
shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be.

                           (h)      Whenever the Exercise Price is adjusted
pursuant to Section 8(c) above, the Holder, after receipt of the determination
by the Appraiser, shall have the right to select an additional appraiser
(which shall be a nationally recognized accounting firm), in which case the
adjustment shall be equal to the average of the adjustments recommended by
each of the Appraiser and such appraiser. The Holder shall promptly mail or
cause to be mailed to the Company, a notice

                                      -6-
<PAGE>

setting forth the Exercise Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Such adjustment shall
become effective immediately after the record date mentioned above.

                        (i)   If:

                                    (i)      the Company shall declare a
                                             dividend (or any other
                                             distribution) on its Common Stock;
                                             or

                                    (ii)     the Company shall declare a special
                                             nonrecurring cash dividend on or a
                                             redemption of its Common Stock; or

                                    (iii)    the Company shall authorize the
                                             granting to all holders of the
                                             Common Stock rights or warrants to
                                             subscribe for or purchase any
                                             shares of capital stock of any
                                             class or of any rights; or

                                    (iv)     the approval of any stockholders of
                                             the Company shall be required in
                                             connection with any
                                             reclassification of the Common
                                             Stock, any consolidation or merger
                                             to which the Company is a party,
                                             any sale or transfer of all or
                                             substantially all of the assets of
                                             the Company, or any compulsory
                                             share exchange whereby the Common
                                             Stock is converted into other
                                             securities, cash or property; or

                                    (v)      the Company shall authorize the
                                             voluntary dissolution, liquidation
                                             or winding up of the affairs of the
                                             Company,

then the Company shall cause to be mailed to each Holder at their last
addresses as they shall appear upon the Warrant Register, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up; PROVIDED, HOWEVER, that the failure to
mail such notice or any defect therein or in the mailing thereof shall not
affect the validity of the corporate action required to be specified in such
notice.

                                      -7-
<PAGE>

                  9. PAYMENT OF EXERCISE PRICE. The Holder shall pay the
Exercise Price in one of the following manners:

                           (a)  CASH EXERCISE.  The Holder may deliver
immediately available funds; or

                           (b)  CASHLESS EXERCISE. At any time after the
earlier to occur of the Effectiveness Date (as defined in the Registration
Rights Agreement) and the date the initial registration statement filed
pursuant to the Registration Rights Agreement is declared effective by the
Commission, when a registration statement covering the resale of the Warrant
Shares and naming the Holder as a selling stockholder thereunder is not then
effective, the Holder may surrender this Warrant to the Company together with
a notice of cashless exercise, in which event the Company shall issue to the
Holder the number of Warrant Shares determined as follows:

                                 X = Y [(A-B)/A]
      where:
                                 X = the number of Warrant Shares to be issued
      to the Holder.

                                 Y = the number of Warrant Shares with
                                 respect to which this Warrant is being
                                 exercised.

                                 A = the average of the closing sale prices
                                 of the Common Stock for the five (5) trading
                                 days immediately prior to (but not
                                 including) the Date of Exercise.

                                 B = the Exercise Price.

For purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have been
commenced, on the issue date.

                  10.      CERTAIN EXERCISE RESTRICTIONS.

                           (a)  A Holder may not exercise this Warrant to the
extent such exercise would result in the Holder, together with any affiliate
thereof, beneficially owning (as determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and
the rules promulgated thereunder) in excess of 4.999% of the then issued and
outstanding shares of Common Stock, including shares issuable upon such
exercise and held by such Holder after application of this Section. Since the
Holder will not be obligated to report to the Company the number of shares of
Common Stock it may hold at the time of an exercise hereunder, unless the

                                      -8-
<PAGE>

exercise at issue would result in the issuance of shares of Common Stock in
excess of 4.999% of the then outstanding shares of Common Stock without regard
to any other shares which may be beneficially owned by the Holder or an
affiliate thereof, the Holder shall have the authority and obligation to
determine whether the restriction contained in this Section will limit any
particular exercise hereunder and to the extent that the Holder determines
that the limitation contained in this Section applies, the determination of
which portion of this Warrant is exercisable shall be the responsibility and
obligation of the Holder. If the Holder has delivered a Form of Election to
Purchase for a number of Warrant Shares that, without regard to any other
shares that the Holder or its affiliates may beneficially own, would result in
the issuance in excess of the permitted amount hereunder, the Company shall
notify the Holder of this fact and shall honor the exercise for the maximum
portion of this Warrant permitted to be exercised on such Date of Exercise in
accordance with the periods described herein and, at the option of the Holder,
either keep the portion of the Warrant tendered for exercise in excess of the
permitted amount hereunder for future exercises or return such excess portion
of the Warrant to the Holder. The provisions of this Section may be waived by
a Holder (but only as to itself and not to any other Holder) upon not less
than 61 days prior notice to the Company. Other Holders shall be unaffected by
any such waiver.

                           (b)      A Holder may not exercise this Warrant to
the extent such exercise would result in the Holder, together with any
affiliate thereof, beneficially owning (as determined in accordance with
Section 13(d) of the Exchange Act and the rules promulgated thereunder) in
excess of 9.999% of the then issued and outstanding shares of Common Stock,
including shares issuable upon such exercise and held by such Holder after
application of this Section. Since the Holder will not be obligated to report
to the Company the number of shares of Common Stock it may hold at the time of
an exercise hereunder, unless the exercise at issue would result in the
issuance of shares of Common Stock in excess of 9.999% of the then outstanding
shares of Common Stock without regard to any other shares which may be
beneficially owned by the Holder or an affiliate thereof, the Holder shall
have the authority and obligation to determine whether the restriction
contained in this Section will limit any particular exercise hereunder and to
the extent that the Holder determines that the limitation contained in this
Section applies, the determination of which portion of this Warrant is
exercisable shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Form of Election to Purchase for a number of Warrant
Shares that, without regard to any other shares that the Holder or its
affiliates may beneficially own, would result in the issuance in excess of the
permitted amount hereunder, the Company shall notify the Holder of this fact
and shall honor the exercise for the maximum portion of this Warrant permitted
to be exercised on such Date of Exercise in accordance with the periods
described herein and, at the option of the Holder, either keep the portion of
the Warrant tendered for exercise in excess of the permitted amount hereunder
for future exercises or return such excess portion of the Warrant to the
Holder. The provisions of this Section may be waived by a Holder (but only as
to itself and not to any other Holder) upon not less than 61 days prior notice
to the Company. Other Holders shall be unaffected by any such waiver.

                  11. FRACTIONAL SHARES. The Company shall not be required to
issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. The number of full Warrant Shares which shall be issuable upon the
exercise of this Warrant shall be computed on the basis of the

                                      -9-
<PAGE>

aggregate number of Warrant Shares purchasable on exercise of this Warrant so
presented. If any fraction of a Warrant Share would, except for the provisions
of this Section, be issuable on the exercise of this Warrant, the Company
shall pay an amount in cash equal to the Exercise Price multiplied by such
fraction.

                  12.      NOTICES. Any and all notices or other
communications or deliveries hereunder shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Section prior to 5:30 p.m. (New York City time) on a
business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Section later than 5:30 p.m. (New York City time) on
any date and earlier than 11:59 p.m. (New York City time) on such date, (iii)
the business day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given. The addresses for such
communications shall be: (i) if to the Company, to 4301 Windfern Road, Suite
2000, Houston, Texas 77041 or facsimile number (713) 462-7519, attention
Hunter M.A. Carr, with a copy (other than for Forms of Election to Purchase)
to Locke Liddell & Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201
or facsimile number (214) 740-8800, attention Stephen L. Sapp, Esq. or (ii) if
to the Holder, to the Holder at the address or facsimile number appearing on
the Warrant Register or such other address or facsimile number as the Holder
may provide to the Company in accordance with this Section.

                  13.      WARRANT AGENT. The Company shall serve as warrant
agent under this Warrant. Upon thirty days' notice to the Holder, the Company
may appoint a new warrant agent. Any corporation into which the Company or any
new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party
or any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the
Holder at the Holder's last address as shown on the Warrant Register.

                  14.      MISCELLANEOUS.

                           (a)      This Warrant shall be binding on and inure
to the benefit of the parties hereto and their respective successors and
assigns. This Warrant may be amended only in writing signed by the Company and
the Holder and their successors and assigns.

                           (b)      Subject to Section 14(a), above, nothing
in this Warrant shall be construed to give to any person or corporation other
than the Company and the Holder any legal or equitable right, remedy or cause
under this Warrant. This Warrant shall inure to the sole and exclusive benefit
of the Company and the Holder.

                                      -10-
<PAGE>

                           (c)      The corporate laws of the State of
Delaware shall govern all issues concerning the relative rights of the Company
and its stockholders. All other questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be governed by
and construed and enforced in accordance with the internal laws of the State
of New York, without regard to the principles of conflicts of law thereof. The
Company and the Holder hereby irrevocably submit to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, or that such suit, action or proceeding is improper. Each of
the Company and the Holder hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by receiving a copy thereof sent to the Company at the address in
effect for notices to it under this instrument and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law.

                           (d)      The headings herein are for convenience
only, do not constitute a part of this Warrant and shall not be deemed to
limit or affect any of the provisions hereof.

                           (e)      In case any one or more of the provisions
of this Warrant shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt in
good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]


                                      -11-
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed by its authorized officer as of the date first indicated
above.

                           INTERNET LAW LIBRARY, INC.


                           By: /s/ Hunter M.A. Carr
                              -----------------------------------
                           Name: Hunter M.A. Carr

                           Title: President, CEO and Chairman
<PAGE>

                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

To Internet Law Library, Inc.:

         The undersigned hereby irrevocably elects to purchase _____________
shares of common stock, $.001 par value per share, of Internet Law Library, Inc.
(the "Common Stock") and , if such Holder is not utilizing the cashless exercise
provisions set forth in this Warrant, encloses herewith $________ in cash,
certified or official bank check or checks, which sum represents the aggregate
Exercise Price (as defined in the Warrant) for the number of shares of Common
Stock to which this Form of Election to Purchase relates, together with any
applicable taxes payable by the undersigned pursuant to the Warrant.

         The Exercise Price applicable to the purchase hereunder equals
$___________.

         The undersigned requests that certificates for the shares of Common
Stock issuable upon this exercise be issued in the name of

                                                PLEASE INSERT SOCIAL SECURITY OR
                                                TAX IDENTIFICATION NUMBER

                                        ----------------------------------------

--------------------------------------------------------------------------------
                         (Please print name and address)

         If the number of shares of Common Stock issuable upon this exercise
shall not be all of the shares of Common Stock which the undersigned is
entitled to purchase in accordance with the enclosed Warrant, the undersigned
requests that a New Warrant (as defined in the Warrant) evidencing the right
to purchase the shares of Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:

--------------------------------------------------------------------------------
                         (Please print name and address)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Dated: _____________, ____                      Name of Holder:


                                                (Print)
                                                       -------------------------
                                                (By:)
                                                       -------------------------
                                                (Name:)
                                                (Title:)
<PAGE>
                                 (Signature must conform in all respects to
                                 name of holder as specified on the face of the
                                 Warrant)
<PAGE>

                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase ____________ shares of Common Stock of Internet Law Library,
Inc. to which the within Warrant relates and appoints ________________ attorney
to transfer said right on the books of Internet Law Library, Inc. with full
power of substitution in the premises.

Dated:
               ,
---------------  ----

                   ---------------------------------------
                   (Signature must conform in all respects to name of holder as
                   specified on the face of the Warrant)


                   ---------------------------------------
                   Address of Transferee

                   ---------------------------------------

                   ---------------------------------------



In the presence of:


--------------------------