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                           INTERNET LAW LIBRARY, INC.


                     CERTIFICATE OF THE POWERS, DESIGNATIONS
                          PREFERENCES AND RIGHTS OF THE
                     5% SERIES A CONVERTIBLE PREFERRED STOCK


                            PAR VALUE $.001 PER SHARE

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

It is hereby certified that:

         I. The name of the corporation is Internet Law Library, Inc.

        II. The Restated Certificate of Incorporation of the Company authorizes
the issuance of 50,000,000 shares of preferred stock, par value $0.001 per share
("Preferred Stock"), and expressly vests in the Board of Directors of the
Company the authority to issue any or all of said shares in one or more series
and to fix, by resolution or resolutions, the powers, designations, preferences
and relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof of each series to be issued.

       III. The Board of Directors of the Company, pursuant to the authority
expressly vested in it, by unanimous written consent, adopted the following
resolutions relating to creating a series, and providing for the issuance, of
Preferred Stock:

         RESOLVED, that pursuant to the provisions of Article V of the Restated
Certificate of Incorporation of Internet Law Library, Inc., a Delaware
corporation (the "Corporation"), there be and hereby is authorized and created a
series of Preferred Stock, and the designations, voting powers, preferences and
relative, participating, optional, redemption and other special rights of said
Preferred Stock are to be as follows:

            Section 1. DESIGNATION, AMOUNT AND PAR VALUE. The series of
preferred stock shall be designated as its 5% Series A Convertible Preferred
Stock (the "PREFERRED STOCK") and the number of shares so designated shall be
300 (which shall not be subject to increase without the consent of the holders
of the Preferred Stock (each, a "HOLDER" and collectively, the "HOLDERS")). Each
share of Preferred Stock shall have a par value of $.001 per share and a stated
value equal to the sum of $10,000 plus all unpaid and accrued dividends to the
date of determination to the extent not previously paid in cash in accordance
with the terms hereof (the "STATED VALUE").

            Section 2.     DIVIDENDS.

            (a) Holders shall be entitled to receive, out of funds legally
available therefor, and the Company shall pay, cumulative dividends at the rate
per share (as a percentage of the Stated Value per share) of 5% per annum,
payable on each Conversion Date (as defined herein) for such share, in cash or
by accretion of the Stated Value. Subject to the terms and conditions herein,
the decision whether to accrete dividends hereunder to the Stated Value or to
pay for dividends in cash shall be at the discretion of the Company. The Company
shall provide the Holders written notice of its intention to accrete dividends
hereunder to the Stated Value or pay dividends in cash not less than ten days
prior to each Conversion Date for so long as shares of Preferred Stock are
outstanding (the Company may indicate in such notice that the election contained
in such notice shall continue for later periods until revised). Failure to
timely provide such written notice shall be deemed (if permitted hereunder) an
election by the Company to accrete dividends hereunder to the Stated Value.
Dividends on the Preferred Stock shall be calculated on the basis of a 360-day
year, shall accrue daily commencing on the Original Issue Date (as defined in
Section 8), and shall be deemed to accrue from such date whether or not earned
or declared and whether or not there are profits, surplus or other funds of the
Company legally available for the payment of dividends. Except as otherwise
provided herein, if at any time the Company pays less than the total amount of
dividends then accrued on account of the Preferred Stock, such payment shall be
distributed ratably among the Holders based upon the number of shares of
Preferred Stock held by each Holder. Any dividends to be paid in cash hereunder
that are not paid within three Trading Days (as defined in Section 8) following
a Dividend Payment Date shall continue to accrue and shall entail a late fee,
which must be paid in cash, at the rate of 18% per annum or the lesser rate
permitted by applicable law (such fees to accrue daily, from the date such
dividend is due hereunder through and including the date of payment).

            (b)   Notwithstanding anything to the contrary contained herein,
the Company must pay dividends in cash if:

                  (i)  the number of shares of Common Stock (as defined in
Section 8) at the time authorized, unissued and unreserved for all purposes is
insufficient to accrete such dividends to the Stated Value to permit conversion
in full of all outstanding Stated Value;

                 (ii)  after the Dividend Effectiveness Date (as defined in
Section 8), Underlying Shares (as defined in Section 8) (x) are not registered
for resale pursuant to an effective Underlying Shares Registration Statement (as
defined in Section 8) and (y) may not be sold without volume restrictions
pursuant to Rule 144 promulgated under the Securities Act (as defined in Section
8), as determined by counsel to the Company pursuant to a written opinion
letter, addressed to the Company's transfer agent in the form and substance
acceptable to the applicable Holder and such transfer agent (if the Company is
permitted and elects to pay dividends in shares of Common Stock under this
clause (ii) prior to the Dividend Effectiveness Date and thereafter an
Underlying Shares Registration Statement shall be declared effective by the
Commission (as defined in Section 8), the Company shall, within three Trading
Days after the date of such declaration of effectiveness, exchange such
Underlying Shares for shares of Common Stock that are free of restrictive
legends of any kind);

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                (iii) the Common Stock is not then eligible for quotation on
the OTC Bulletin Board (the "OTC") or listed for trading on the Nasdaq National
Market, the New York Stock Exchange, the American Stock Exchange or the Nasdaq
SmallCap Market (each, a "SUBSEQUENT MARKET"); or

                 (iv) the accretion of such dividends to the Stated Value and
subsequent conversions of all then outstanding Stated Value would result in a
violation of any rules and regulations governing any Subsequent Market on which
the Common Stock is then listed or quoted for trading.

            (c) So long as any Preferred Stock shall remain outstanding, neither
the Company nor any subsidiary thereof shall redeem, purchase or otherwise
acquire directly or indirectly any Junior Securities (as defined in Section 8),
nor shall the Company directly or indirectly pay or declare any dividend or make
any distribution (other than a dividend or distribution described in Section 5
or dividends due and paid in the ordinary course on preferred stock of the
Company at such times when the Company is in compliance with its payment and
other obligations hereunder) upon, nor shall any distribution be made in respect
of, any Junior Securities, nor shall any monies be set aside for or applied to
the purchase or redemption (through a sinking fund or otherwise) of any Junior
Securities.

            Section 3. VOTING RIGHTS. Except as otherwise provided herein
and as otherwise required by law, the Preferred Stock shall have no voting
rights. However, so long as any shares of Preferred Stock are outstanding, the
Company shall not, without the affirmative vote of the Holders of a majority of
the shares of the Preferred Stock then outstanding, (a) alter or change
adversely the powers, preferences or rights given to the Preferred Stock or
alter or amend this Certificate of Designation, (b) authorize or create any
class of stock ranking as to dividends or distribution of assets upon a
Liquidation (as defined in Section 4) senior to the Preferred Stock, (c) amend
its certificate or articles of incorporation or other charter documents so as to
affect adversely any rights of the Holders, (d) increase the authorized number
of shares of Preferred Stock, or (e) enter into any agreement with respect to
the foregoing.

            Section 4. LIQUIDATION. Upon any liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary (a "LIQUIDATION"),
the Holders shall be entitled to receive out of the assets of the Company,
whether such assets are capital or surplus, for each share of Preferred Stock an
amount equal to the Stated Value per share before any distribution or payment
shall be made to the holders of any Junior Securities, and if the assets of the
Company shall be insufficient to pay in full such amounts, then the entire
assets to be distributed to the Holders and the holders of any securities that
are pari passu in rights, liquidation preference or payment of dividends with
the Preferred Stock (the "PARI PASSU HOLDERS") shall be distributed among the
Holders and the Pari Passu Holders, respectively, ratably in accordance with the
respective amounts that would be payable on such shares if all amounts payable
thereon were paid in full. A sale, conveyance or disposition of 50% or more of
the assets of the Company or the effectuation by the Company of a transaction or
series of related transactions in which more than 33% of the voting power of the
Company is disposed of, or a consolidation or merger of the Company with or into
any


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other company or companies into one or more companies not wholly-owned by the
Company shall not be treated as a Liquidation, but instead shall be subject to
the provisions of Section 5. The Company shall mail written notice of any such
Liquidation, not less than 45 days prior to the payment date stated therein, to
each record Holder.

            Section 5.     CONVERSION.

             (a)(i) CONVERSIONS AT OPTION OF HOLDER. Each share of Preferred

Stock shall be convertible into shares of Common Stock (subject to the
limitations set forth in Section 5(a)(ii)), the Conversion Ratio (as defined in
Section 8), at the option of the Holder, at any time and from time to time from
and after the earlier to occur of (x) the Effective Date (as defined in the
Purchase Agreement) and (y) the 90th day following the Original Issue Date (such
earlier date, the "INITIAL CONVERSION DATE"). Holders shall effect conversions
by surrendering the certificate or certificates representing the shares of
Preferred Stock to be converted to the Company, together with the form of
conversion notice attached hereto as EXHIBIT A (a "CONVERSION NOTICE"). Each
Conversion Notice shall specify the number of shares of Preferred Stock to be
converted and the date on which such conversion is to be effected, which date
may not be prior to the date the Holder delivers such Conversion Notice by
facsimile (the "CONVERSION DATE"). If no Conversion Date is specified in a
Conversion Notice, the Conversion Date shall be the date that such Conversion
Notice is deemed delivered hereunder. If the Holder is converting less than all
shares of Preferred Stock represented by the certificate or certificates
tendered by the Holder with the Conversion Notice, or if a conversion hereunder
cannot be effected in full for any reason, the Company shall promptly deliver to
such Holder (in the manner and within the time set forth in Section 5(b)) a
certificate representing the number of shares of Preferred Stock as have not
been converted. Each Conversion Notice shall reflect a conversion of shares of
Preferred Stock for an aggregate Stated Value equal to no less than $50,000.

                    (ii) CERTAIN CONVERSION RESTRICTIONS.

                    (A) A Holder may not convert shares of Preferred Stock or
receive shares of Common Stock as payment of dividends hereunder to the extent
such conversion or receipt of such dividend payment would result in the Holder,
together with any affiliate thereof, beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act (as defined in Section 8) and
the rules promulgated thereunder) in excess of 4.999% of the then issued and
outstanding shares of Common Stock, including shares issuable upon conversion
of, and payment of dividends on, the shares of Preferred Stock 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 a conversion hereunder, unless the conversion 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 conversion hereunder and to the extent
that the Holder determines that the limitation contained in this Section
applies, the determination of which portion of the shares of Preferred Stock are
convertible shall be the responsibility and obligation of the Holder. If the


                                      -4-
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Holder has delivered a Conversion Notice for shares of Preferred Stock 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
conversion for the maximum number of shares of Preferred Stock permitted to be
converted on such Conversion Date in accordance with the periods described in
Section 5(b) and, at the option of the Holder, either retain shares of Preferred
Stock tendered for conversion in excess of the permitted amount hereunder for
future conversions or return such excess shares of Preferred Stock permitted 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 convert shares of Preferred
Stock or receive shares of Common Stock as payment of dividends hereunder to the
extent such conversion or receipt of such dividend payment 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 conversion of, and payment of
dividends on, the shares of Preferred Stock 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 a
conversion hereunder, unless the conversion 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 conversion hereunder and to the extent
that the Holder determines that the limitation contained in this Section
applies, the determination of which portion of the shares of Preferred Stock are
convertible shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Conversion Notice for shares of Preferred Stock 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
conversion for the maximum number of shares of Preferred Stock permitted to be
converted on such Conversion Date in accordance with the periods described in
Section 5(b) and, at the option of the Holder, either retain shares of Preferred
Stock tendered for conversion in excess of the permitted amount hereunder for
future conversions or return such excess shares of Preferred Stock permitted 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)(i) Not later than three Trading Days after each Conversion
Date, the Company will deliver to the Holder (A) a certificate or certificates
which shall be free of restrictive legends and trading restrictions (other than
those required by Section 3.1(b) of the Purchase Agreement) representing the
number of shares of Common Stock being acquired upon the conversion of shares of
Preferred Stock, (B) one or more certificates representing the number of shares
of Preferred Stock not converted and (C) a bank check in the amount of accrued
and unpaid dividends (if the Company has elected or is required to pay accrued
dividends in cash). Notwithstanding the foregoing or

                                      -5-
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anything to the contrary contained herein, the Company shall not be obligated to
issue certificates evidencing the shares of Common Stock issuable upon
conversion of any shares of Preferred Stock until one Trading Day after
certificates evidencing such shares of Preferred Stock are delivered for
conversion to the Company, or the Holder of such Preferred Stock notifies the
Company that such certificates have been lost, stolen or destroyed, and provides
an affidavit of such Holder stating such fact, along with a bond (or other
adequate security) reasonably satisfactory to the Company to indemnify the
Company from any loss incurred by it in connection therewith. The Company shall,
upon request of the Holder, if available, use its best efforts to deliver any
certificate or certificates required to be delivered by the Company under this
Section electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions. If in the case of
any Conversion Notice such certificate or certificates are not delivered to or
as directed by the applicable Holder by the third Trading Day after the
Conversion Date, the Holder shall be entitled to elect by written notice to the
Company at any time on or before its receipt of such certificate or certificates
thereafter, to rescind such conversion, in which event the Company shall
immediately return the certificates representing the shares of Preferred Stock
tendered for conversion.

                  (ii) If the Company fails to deliver to the Holder such
certificate or certificates pursuant to Section 5(b)(i), by the third Trading
Day after the Conversion Date, the Company shall pay to such Holder, in cash, as
liquidated damages and not as a penalty, $5,000 for each Trading Day after such
third Trading Day until such certificates are delivered. Nothing herein shall
limit a Holder's right to pursue actual damages for the Company's failure to
deliver certificates representing shares of Common Stock upon conversion within
the period specified herein and such Holder shall have the right to pursue all
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief.


                  (iii) In addition to any other rights available to the Holder,
if the Company fails to deliver to the Holder such certificate or certificates
pursuant to Section 5(b)(i), by the third Trading Day after the Conversion Date,
and if after such third Trading Day the Holder purchases (in an open market
transaction or otherwise) Common Stock to deliver in satisfaction of a sale by
such Holder of the Underlying Shares which the Holder was entitled to receive
upon such conversion (a "BUY-IN"), then the Company shall (A) pay in cash to
the Holder the amount by which (x) the Holder's total purchase price (including
brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the
product of (1) the aggregate number of shares of Common Stock that such Holder
was entitled to receive from the conversion at issue multiplied by (2) the
market price of the Common Stock at the time of the sale giving rise to such
purchase obligation and (B) at the option of the Holder, either return the
shares of Preferred Stock for which such conversion was not honored or deliver
to such Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its conversion and delivery obligations
under Section 5(b)(i). For example, if the Holder purchases Common Stock having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of shares of Preferred Stock with respect to which the market price
of the Underlying Shares on the date of conversion totaled $10,000, under clause
(A) of the immediately preceding sentence the Company shall be required to pay
the Holder


                                      -6-
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$1,000. The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In. Nothing herein shall
limit a Holder's right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company's failure to
timely deliver certificates representing shares of Common Stock upon conversion
of the shares of Preferred Stock as required pursuant to the terms hereof.

                  (c)(i) The conversion price for each share of Preferred Stock
in effect on any Conversion Date (the "CONVERSION PRICE") shall be the lesser of
(i) $3.2375 (the "INITIAL CONVERSION PRICE") and (ii) 80% of the average of the
three lowest Per Share Market Values during the period of twenty consecutive
Trading Days preceding the applicable Conversion Date (which may include
Trading Days prior to the Initial Conversion Date), PROVIDED, that such twenty
Trading Day period shall be extended for the number of Trading Days during such
period in which (A) trading in the Common Stock is suspended by a Subsequent
Market on which the Common Stock is then listed, or (B) after the date declared
effective by the Commission, the Underlying Shares Registration Statement is
either not effective, or the Prospectus included in the Underlying Shares
Registration Statement may not be used by the Holder for the resale of
Underlying Shares.

                         (ii)   If the Company, at any time while any shares of
Preferred Stock are outstanding, shall (a) pay a stock dividend or otherwise
make a distribution or distributions on shares of its Junior Securities or pari
passu securities payable in shares of Common Stock, (b) subdivide outstanding
shares of Common Stock into a larger number of shares, (c) combine outstanding
shares of Common Stock into a smaller number of shares, or (d) issue by
reclassification and exchange of the Common Stock any shares of capital stock of
the Company, then the Initial Conversion Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
before such event and of which the denominator shall be the number of shares of
Common Stock outstanding after such event. Any adjustment made pursuant to this
Section 5(c)(ii) 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, combination or re-classification.

                        (iii)   If the Company, at any time while any shares of
Preferred Stock are outstanding, shall issue rights, warrants or options to all
holders of Common Stock entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the Per Share Market Value at the
record date mentioned below, then the Conversion 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 rights, warrants or
options, plus the number of shares of Common Stock which the aggregate offering
price of the total number of shares so offered would purchase at such Per Share
Market Value, 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 offered for subscription or purchase. Such
adjustment shall be made whenever such rights or warrants are issued, and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants. However, upon the
expiration of any right, warrant or option to purchase shares of Common Stock
the issuance of


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which resulted in an adjustment in the Conversion Price pursuant to this Section
5(c)(iii), if any such right, warrant or option shall expire and shall not have
been exercised, the Conversion Price shall immediately upon such expiration
shall be recomputed and effective immediately upon such expiration shall be
increased to the price which it would have been (but reflecting any other
adjustments in the Conversion Price made pursuant to the provisions of this
Section 5 upon the issuance of other rights or warrants) had the adjustment of
the Conversion Price made upon the issuance of such rights, warrants, or options
been made on the basis of offering for subscription or purchase only that number
of shares of Common Stock actually purchased upon the exercise of such rights,
warrants or options actually exercised.

                         (iv)   If the Company or any subsidiary thereof, as
applicable with respect to Common Stock Equivalents (as defined below), at any
time while any shares of Preferred Stock are 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 Conversion 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 Conversion Price, such issuance shall be deemed to have
occurred for less than the Conversion Price), then the Conversion 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 Conversion 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 Conversion
Price pursuant to this Section, if any such Common Stock Equivalents shall
expire and shall not have been exercised, the Conversion 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 Conversion Price made pursuant to the provisions of
this Section after the issuance of such Common Stock Equivalents) had the
adjustment of the Conversion 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.

                          (v)   If the Company, at any time while shares of
Preferred Stock are outstanding, shall distribute to all holders of Common Stock
(and not to Holders) evidences of its indebtedness or assets or rights or
warrants to subscribe for or purchase any security (excluding those


                                      -8-
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referred to in Sections 5(c)(ii)-(iv) above), then in each such case the
Conversion Price at which each share of Preferred Stock shall thereafter be
convertible shall be determined by multiplying the Conversion 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 Per Share Market Value determined as of the record date mentioned
above, and of which the numerator shall be such Per Share Market Value 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 Board of Directors in
good faith. In either case the adjustments shall be described in a statement
provided to the Holders of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share of Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.

                         (vi)  All calculations under this Section 5 shall be
made to the nearest cent or the nearest 1/100th of a share, as the case may be.
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.

                        (vii)  Whenever the Initial Conversion Price or the
Conversion Price is adjusted pursuant to Section 5(c)(ii),(iii),(iv), or (v) the
Company shall promptly mail to each Holder, a notice setting forth the Initial
Conversion Price or the Conversion Price (as applicable) after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.

                       (viii)  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 (other than compulsory share
exchanges which constitute Change of Control Transactions), the Holders of the
Preferred Stock then outstanding shall have the right thereafter to convert such
shares only into the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
reclassification or share exchange, and the Holders of the Preferred Stock shall
be entitled upon such event to receive such amount of securities, cash or
property as a holder of the number of shares of Common Stock of the Company into
which such shares of Preferred Stock could have been converted immediately prior
to such reclassification or share exchange would have been entitled. This
provision shall similarly apply to successive reclassifications or share
exchanges.

                         (ix) 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 an as valued basis) in one or a series
of related transactions, a Holder shall have the right thereafter to (A) convert
its shares of Preferred Stock into 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 such Holder shall be
entitled upon such event or series of related events to receive such amount of
securities, cash and property as the shares of Common Stock into which such
shares of Preferred Stock could have been converted immediately prior to such
merger,


                                      -9-
<PAGE>

consolidation or sales would have been entitled, or (B) in the case of a merger
or consolidation, (x) require the surviving entity to issue shares of
convertible preferred stock or convertible debentures with such aggregate stated
value or in such face amount, as the case may be, equal to the Stated Value of
the shares of Preferred Stock then held by such Holder, plus all accrued and
unpaid dividends and other amounts owing thereon, which newly issued shares of
preferred stock or debentures shall have terms identical (including with respect
to conversion) to the terms of the Preferred Stock (except, in the case of
debentures, as may be required to reflect the differences between debt and
equity) and shall be entitled to all of the rights and privileges of a Holder of
Preferred Stock set forth herein and the agreements pursuant to which the
Preferred Stock was issued (including, without limitation, as such rights relate
to the acquisition, transferability, registration and listing of such shares of
stock other securities issuable upon conversion thereof), and (y) simultaneously
with the issuance of such convertible preferred stock or convertible debentures,
shall have the right to convert such instrument only into shares of stock and
other securities, cash and property receivable upon or deemed to be held by
holders of Common Stock following such merger or consolidation. In the case of
clause (B), the conversion price applicable for the newly issued shares of
convertible preferred stock or convertible debentures shall be based upon the
amount of securities, cash and property that each share of Common Stock would
receive in such transaction, the Conversion Ratio immediately prior to the
effectiveness or closing date for such transaction and the Conversion Price
stated herein. The terms of any such merger, sale or consolidation shall include
such terms so as continue to give the Holders of Preferred Stock 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. The rights set forth in this Section 5(c)(ix)
shall not alter the rights of a Holder set forth in Section 7, provided, that, a
Holder may only exercise the rights set forth in this Section 5(c)(ix) or the
rights set forth in Section 7 with respect to a single event giving rise to such
rights.

                          (x)    If (a) the Company shall declare a dividend
(or any other distribution) on the Common Stock, (b) the Company shall declare a
special nonrecurring cash dividend on or a redemption of the Common Stock, (c)
the Company shall authorize the granting to all holders of Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights, (d) 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 of exchange whereby the Common Stock is converted into other
securities, cash or property, or (e) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the
Company; then the Company shall notify the Holders at their last addresses as
they shall appear upon the stock books of the Company, 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 Common Stock for securities,


                                      -10-
<PAGE>

cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange. Holders are entitled to convert shares
of Preferred Stock during the 20-day period commencing the date of such notice
to the effective date of the event triggering such notice.

                  (d) The Company covenants that it will at all times reserve
and keep available out of its authorized and unissued shares of Common Stock
solely for the purpose of issuance upon conversion of Preferred Stock and
payment of dividends on Preferred Stock, each as herein provided, free from
preemptive rights or any other actual contingent purchase rights of persons
other than the Holders, not less than such number of shares of Common Stock as
shall be issuable (taking into account the provisions of Section 5(a) and
Section 5(c)) upon the conversion of all outstanding shares of Preferred Stock.
The Company covenants that all shares of Common Stock that shall be so issuable
shall, upon issue, be duly and validly authorized, issued and fully paid,
nonassessable.

                  (e) Upon a conversion hereunder the Company shall not be
required to issue stock certificates representing fractions of shares of Common
Stock, but may if otherwise permitted, make a cash payment in respect of any
final fraction of a share based on the Per Share Market Value at such time. If
any fraction of an Underlying Share would, except for the provisions of this
Section, be issuable upon a conversion hereunder, the Company shall pay an
amount in cash equal to the Conversion Ratio multiplied by such fraction.

                  (f) The issuance of certificates for Common Stock on
conversion of Preferred Stock shall be made without charge to the Holders
thereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder of such shares of Preferred
Stock so converted.

                  (g) Shares of Preferred Stock converted into Common Stock or
redeemed in accordance with the terms hereof shall be canceled and may not be
reissued.

                  (h) Any and all notices or other communications or deliveries
to be provided by the Holders of the Preferred Stock hereunder, including,
without limitation, any Conversion Notice, shall be in writing and delivered
personally, by facsimile or sent by a nationally recognized overnight courier
service, addressed to the attention of Hunter M.A. Carr, addressed to 4301
Windfern Road, Suite 200 Houston, TX 77041, Facsimile No.: (713) 462-7519, or to
such other address or facsimile number as shall be specified in writing by the
Company for such purpose. Any and all notices or other communications or
deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile or sent by a nationally recognized overnight
courier service, addressed to each Holder at the facsimile telephone number or
address of such Holder appearing on the books of the Company, or if no such
facsimile telephone number or address appears, at the principal place of
business of the Holder. Any notice or other communication or deliveries
hereunder 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), (ii) the date after the date


                                      -11-
<PAGE>

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) upon receipt, if sent by a nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.

                  Section 6.  OPTIONAL REDEMPTION.

                  (a) Subject to the provisions of this Section 6, from and
after the Original Issue Date, the Company shall have the right, upon 20 Trading
Days' notice (an "OPTIONAL REDEMPTION NOTICE" and the date such Optional
Redemption Notice is received by a Holder, an "OPTIONAL REDEMPTION DATE") to the
Holders, to redeem all or any portion of the shares of Preferred Stock which
have not previously been redeemed or for which Conversion Notices shall not have
been delivered, at a price equal to the Optional Redemption Price (as defined
below). The Company may only deliver an Optional Redemption Notice if: (i) the
number of shares of Common Stock at the time authorized, unissued and unreserved
for all purposes is sufficient to satisfy the Company's conversion obligations
of all shares of Preferred Stock then outstanding, (ii) the Underlying Shares
then outstanding are registered for resale pursuant to an effective Underlying
Shares Registration Statement pursuant to which the Holders are permitted to
sell Underlying Shares or the Underlying Shares may be resold without volume
restrictions pursuant to Rule 144(k) promulgated under the Securities Act, and
(iii) the Common Stock is listed for trading on the OTC or on a Subsequent
Market. Each of clauses (i) - (iii) of the immediately preceding sentence must
be true during the entire 20 Trading Days between the date of delivery of an
Optional Redemption Notice and the date of payment of the Optional Redemption
Price. The entire Optional Redemption Price shall be paid in cash. A Holder may,
subject to Section 5(a)(i) hereof, convert (and the Company shall honor such
conversions in accordance with the terms hereof) any or all of the shares of
Preferred Stock subject to an Optional Redemption Notice delivered for
conversion on or prior to the 20th Trading Day following the Optional Redemption
Date.

                  (b) Failure by the Company to pay any portion of the Optional
Redemption Price by the 20th Trading Day following the Optional Redemption Date
shall, at the option of the Holder subject thereto, result in the invalidation
AB INITIO of the unpaid portion of such optional redemption, and,
notwithstanding anything herein to the contrary, the Company shall thereafter
have no further rights to optionally redeem any shares of Preferred Stock. In
such event, the Company shall, at the option of the Holder, either, (i) not
later than three Trading Days from receipt of Holder's request therefor, return
to the Holder all of the shares of Preferred Stock for which such Optional
Redemption Price has not been paid in full (the "UNPAID REDEMPTION SHARES") or
(ii) convert all or any portion of the Unpaid Redemption Shares in which event
the Per Share Market Value for such shares shall be the lower of the Per Share
Market Value calculated on the date the Optional Redemption Price was originally
due and the Per Share Market Value as of the Holder's written demand for
conversion. If the Holder elects option (ii) above, the Company shall within
three Trading Days of its receipt of such election deliver to the Holder the
shares of Common Stock issuable upon conversion of the Unpaid Redemption Shares
subject to such Holder conversion demand and otherwise perform its obligations
hereunder with respect thereto.

                                      -12-
<PAGE>

                  (c) The "OPTIONAL REDEMPTION PRICE" shall be the sum of (i)
120% of the Stated Value of the shares of Preferred Stock to be redeemed, and
(ii) all other amounts, costs, expenses and liquidated damages due in respect of
such share of Preferred Stock.

         Section 7.   REDEMPTION UPON TRIGGERING EVENTS.

                  (a) Upon the occurrence of a Triggering Event, each Holder
shall (in addition to all other rights it may have hereunder or under applicable
law), have the right, exercisable at the sole option of such Holder, to require
the Company to redeem all or a portion of the Preferred Stock then held by such
Holder for a redemption price, in cash, equal to the sum of (i) the Mandatory
Redemption Amount (as defined in Section 8) plus (ii) the product of (A) the
number of Underlying Shares issued in respect of conversions hereunder and then
held by the Holder and (B) the Per Share Market Value on the date such
redemption is demanded or the date the redemption price hereunder is paid in
full, whichever is greater (such sum, the "REDEMPTION PRICE"). The Redemption
Price shall be due and payable within five (5) Trading Days of the date on which
the notice for the payment therefor is provided by a Holder. If the Company
fails to pay the Redemption Price hereunder in full pursuant to this Section on
the date such amount is due in accordance with this Section, the Company will
pay interest thereon at a rate of 18% per annum (or the lesser amount permitted
by applicable law), accruing daily from such date until the Redemption Price,
plus all such interest thereon, is paid in full. For purposes of this Section, a
share of Preferred Stock is outstanding until such date as the Holder shall have
received Underlying Shares upon a conversion (or attempted conversion) thereof
that meets the requirements hereof.

                  A "Triggering Event" means any one or more of the following
events (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body):

                    (i)   the failure of an Underlying Shares Registration
Statement to be declared effective by the Commission on or prior to the 240th
day after the Original Issue Date;

                   (ii)   if, during the Effectiveness Period, the effectiveness
of the Underlying Shares Registration Statement lapses for any reason for more
than an aggregate of seven Trading Days (which need not be consecutive Trading
Days), or the Holder shall not be permitted to resell Registrable Securities
under the Underlying Shares Registration Statement for more than an aggregate of
seven Trading Days (which need not be consecutive Trading Days);

                 (iii)    the Company shall fail for any reason to deliver
certificates representing Underlying Shares issuable upon a conversion hereunder
that comply with the provisions hereof prior to the tenth day after the
Conversion Date or the Company shall provide notice to any Holder, including by
way of public announcement, at any time, of its intention not to comply with
requests for conversion of any shares of Preferred Stock in accordance with the
terms hereof;


                                      -13-
<PAGE>

                  (iv)    the Company shall be a party to any Change of Control
Transaction, shall agree to sell (in one or a series of related transactions)
more than 40% of its assets or shall redeem more than a de minimis number of
Common Stock or other Junior Securities (other than redemptions of Underlying
Shares);

                   (v)    an Event (as defined in the Registration Rights
Agreement) shall not have been cured to the satisfaction of the Holders prior to
the expiration of 60 days from the Event Date (as defined in the Registration
Rights Agreement) relating thereto (other than an Event resulting from the
failure of an Underlying Shares Registration Statement to be declared effective
by the Commission on or prior to the 240th day after the Original Issue Date,
which shall be covered by Section 7(a)(i));

                  (vi)    the Company shall fail for any reason to pay in full
the amount of cash due pursuant to a Buy-In within seven Business Days after
notice therefor is delivered hereunder or shall fail to pay all amounts owed on
account of an Event within seven Business Days of the date due);

                 (vii)    the Company shall fail to have available a sufficient
number of authorized and unreserved shares of Common Stock to issue to such
Holder upon a conversion hereunder; or

                (viii)    the Company shall fail to observe or perform
any other covenant, agreement or warranty contained in, or otherwise commit any
breach of the Transaction Documents (as defined in Section 8), and such failure
or breach shall not, if subject to the possibility of a cure by the Company,
have been remedied within fifteen Business Days after the date on which written
notice of such failure or breach shall have been given.

                 Section 8.    DEFINITIONS.  For the purposes hereof, the
following terms shall have the following meanings:

                  "CHANGE OF CONTROL TRANSACTION" means the occurrence of any of
(i) an acquisition after the date hereof by an individual or legal entity or
"group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital
stock of the Company, by contract or otherwise) of in excess of 33% of the
voting securities of the Company, (ii) a replacement at one time or over time of
more than one-half of the members of the Company's board of directors which is
not approved by a majority of those individuals who are members of the board of
directors on the date hereof (or by those individuals who are serving as members
of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are
members on the date hereof), (iii) the merger of the Company with or into
another entity that is not wholly-owned by the Company, consolidation or sale of
50% or more of the assets of the Company in one or a series of related
transactions, or (iv) the execution by the Company of an agreement to which the
Company is a party or by which it is bound, providing for any of the events set
forth above in (i), (ii) or (iii).


                                      -14-
<PAGE>

                  "COMMISSION" means the U.S. Securities and Exchange
Commission.

                  "COMMON STOCK" means the Company's common stock, $.001 par
value per share, and stock of any other class into which such shares may
hereafter have been reclassified or changed.

                  "CONVERSION RATIO" means, at any time, a fraction, the
numerator of which is Stated Value and the denominator of which is the
Conversion Price at such time.

                  "DIVIDEND EFFECTIVENESS DATE" means the earlier to occur of
(x) the Effectiveness Date (as defined in the Registration Rights Agreement) and
(y) the date that an Underlying Shares Registration Statement is declared
effective by the Commission.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "JUNIOR SECURITIES" means the Common Stock and all other
equity securities of the Company other than those securities that are pari passu
in rights, liquidation preference or payment of dividends with the Preferred
Stock or those securities of the Company that are outstanding on the Original
Issue Date and which are explicitly senior in rights, liquidation preference or
payment of dividends to the Preferred Stock.

                  "MANDATORY REDEMPTION AMOUNT" for each share of Preferred
Stock means the sum of (i) the greater of (A) 120% of the Stated Value and (B)
the product of (a) the Per Share Market Value on the Trading Day immediately
preceding (x) the date of the Triggering Event or the Conversion Date, as the
case may be, or (y) the date of payment in full by the Company of the applicable
redemption price, whichever is greater, and (b) the Conversion Ratio calculated
on the date of the Triggering Event, or the Conversion Date, as the case may be,
and (ii) all other amounts, costs, expenses and liquidated damages due in
respect of such share of Preferred Stock.

                  "ORIGINAL ISSUE DATE" shall mean the date of the first
issuance of any shares of the Preferred Stock regardless of the number of
transfers of any particular shares of Preferred Stock and regardless of the
number of certificates which may be issued to evidence such Preferred Stock.

                  "PER SHARE MARKET VALUE" means on any particular date (a) the
closing bid price per share of Common Stock on such date on the Subsequent
Market on which the Common Stock is then listed or quoted, or if there is no
such price on such date, then the closing bid price on the Subsequent Market on
the date nearest preceding such date, or (b) if the Common Stock is not then
listed or quoted on a Subsequent Market, the closing bid price for a shares of
Common Stock in the OTC, as reported by the National Quotation Bureau
Incorporated or similar organization or agency succeeding to its functions of
reporting prices) at the close of business on such date, or (c) if the Common
Stock is not then reported by the National Quotation Bureau Incorporated (or
similar organization or agency succeeding to its functions of reporting prices),
then the average of the "Pink Sheet" quotes for the relevant conversion period,
as determined in good faith by the Holder, or (d) if the Common Stock is not
then publicly traded the fair market value of a


                                      -15-
<PAGE>

share of Common Stock as determined by an Appraiser selected in good faith by
the Holders of a majority of the shares of Preferred Stock.

                  "PERSON" means a corporation, an association, a partnership,
an organization, a business, an individual, a government or political
subdivision thereof or a governmental agency.

                  "PURCHASE AGREEMENT" means the Convertible Preferred Stock
Purchase Agreement, dated as of the Original Issue Date, to which the Company
and the original Holder are parties, as amended, modified or supplemented from
time to time in accordance with its terms.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the Original Issue Date, to which the Company and the
original Holder are parties, as amended, modified or supplemented from time to
time in accordance with its terms.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "TRADING DAY" means (a) a day on which the Common Stock is
traded on a Subsequent Market on which the Common Stock is then listed or
quoted, as the case may be, or (b) if the Common Stock is not listed on a
Subsequent Market, a day on which the Common Stock is traded in the
over-the-counter market, as reported by the OTC, or (c) if the Common Stock is
not quoted on the OTC, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices); PROVIDED, HOWEVER, that in the event that the Common Stock is
not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day
shall mean any day except Saturday, Sunday and any day which shall be a legal
holiday or a day on which banking institutions in the State of New York are
authorized or required by law or other government action to close.

                  "TRANSACTION DOCUMENTS" shall have the meaning set forth in
the Purchase Agreement.

                  "UNDERLYING SHARES" means, collectively, the shares of Common
Stock into which the shares of Preferred Stock are convertible in accordance
with the terms hereof.

                  "UNDERLYING SHARES REGISTRATION STATEMENT" means a
registration statement that meets the requirements of the Registration Rights
Agreement and registers the resale of all Underlying Shares by the Holder, who
shall be named as a "selling stockholder" thereunder.


                            (SIGNATURE PAGE FOLLOWS)


                                      -16-

<PAGE>

         IN WITNESS WHEREOF, the undersigned officer of the Corporation hereby
executes this Certificate of Designation and acknowledges that it is the act and
deed of the Corporation and that all facts stated herein are true, on this 11th
day of May, 2000.


                           INTERNET LAW LIBRARY, INC.




                                  By:  /s/ Hunter Carr
                                      ----------------------------------
                                  Name:
                                         -------------------------------
                                  Title:
                                         -------------------------------


                                      -17-

<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To be Executed by the Registered Holder
in order to Convert shares of Preferred Stock)

The undersigned hereby elects to convert the number of shares of 5% Series A
Convertible Preferred Stock indicated below, into shares of common stock, $.001
par value per share (the "COMMON STOCK"), of Internet Law Library, Inc., a
Delaware corporation (the "COMPANY"), according to the conditions hereof, as of
the date written below. If shares are to be issued in the name of a person other
than undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith. No fee will be
charged to the Holder for any conversion, except for such transfer taxes, if
any.

Conversion calculations:    ---------------------------------------------------
                            Date to Effect Conversion

                            ---------------------------------------------------
                            Number of shares of Preferred Stock to be Converted

                            ---------------------------------------------------
                            Stated Value of shares of Preferred Stock to be
                            Converted

                            ---------------------------------------------------
                            Number of shares of Common Stock to be Issued

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

                            ---------------------------------------------------
                            Applicable Conversion Price

                            ---------------------------------------------------
                            Signature

                            ---------------------------------------------------
                            Name

                            ---------------------------------------------------
                            Address


                                      -18-