<PAGE>

   As filed with the Securities and Exchange Commission on September 19, 2001
                                                  Registration No. 333 -
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           INTERNET LAW LIBRARY, INC.
             (Exact Name of Registrant as Specified in its Charter)


               DELAWARE                              82-0277987
   (State or Other Jurisdiction of                (I.R.S. Employer
    Incorporation or Organization)              Identification Number)


         4301 WINDFERN ROAD,                            77041
              SUITE 200                              (Zip Code)
           HOUSTON, TEXAS
      (Address of Principal
        Executive Offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

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

                               K. CHARLES PETERSON
                                 GENERAL COUNSEL
                          4301 WINDFERN ROAD, SUITE 200
                              HOUSTON, TEXAS 77041
                     (Name and Address of Agent for Service)

                                 (281) 600-6000
          (Telephone Number, Including Area Code, of Agent for Service)

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

                                   Copies to:
                              STEPHEN L. SAPP, ESQ.
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                 (214) 740-8000

<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE

==============================================================================================================================
                                                            Proposed
                                                             Maximum              Proposed Maximum             Amount of
Title of Securities to be             Amount to be        Offering Price         Aggregate Offering           Registration
Registered                             Registered        Per Share (1)(2)            Price (2)                    Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                         <C>                     <C>                 <C>
Shares of Common Stock, par               1,000,000                   $.19                    $190,000            $48
value $0.001 per share
==============================================================================================================================
</TABLE>

(1)   Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act of
      1933 on the basis of the average of the high and low prices per share of
      common stock as quoted on the over-the-counter bulletin board on September
      18, 2001.
(2)   Estimated solely for the purpose of determining the registration fee.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Pursuant to the Note to Part I of Form S-8, the documents containing the
information required by Part I are not required to be and are not being filed
with the Securities and Exchange Commission. These documents will be sent or
given to participants in the 1999 Employee Stock Purchase Plan as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

      Incorporated by reference in this Registration Statement are the following
documents filed with the Securities and Exchange Commission:

      (a)  The Registrant's Annual Report on Form 10-K for the year ended
           December 31, 2000 as filed on April 17, 2001;
      (b)  The Registrant's Current Report on Form 8-K as filed on February 23,
           2001;
      (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2001 as filed on May 15, 2001;
      (d)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 2001 as filed August 14, 2001; and
      (e)  Description of our Common Stock as described in the section
           "Description of Capital Stock" contained in the Form S-1 as filed on
           December 22, 2000 (File No. 333-52564).

      All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
also be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5.        INTEREST OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

      (a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

      Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against such expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was

<PAGE>

brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
court shall deem proper.

      Further, Section 145(c) of the DGCL provides that, to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

      Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the bylaws or indemnification agreements. Article XIV of our
Certificate of Incorporation provides for the indemnification of our officers
and directors to substantially the same extent permitted by the DGCL.

      Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, but excludes specifically liability
for any (i) breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, (iii) payments of unlawful dividends
or unlawful stock repurchases or redemptions, or (iv) transactions from which
the director derived an improper personal benefit. The provision does not limit
equitable remedies, such as an injunction or rescission for breach of a
director's fiduciary duty of care.

      The Registrant's Certificate of Incorporation contains a provision
eliminating the personal liability of a director from breaches of fiduciary
duty, subject to the exceptions described above.

      (b) The Registrant has entered into Indemnity Agreements with certain of
its directors and officers that establish contract rights to indemnification
substantially similar to the rights to indemnification provided for in its
Certificate of Incorporation.

ITEM 8.           EXHIBITS.

4.1     Amended and Restated Certificate of Incorporation of the Registrant
        (incorporated by reference to the Annex A of the Registrant's Definitive
        Proxy Statement on Schedule 14A filed on January 31, 2000)
4.2     Bylaws of the Registrant, as amended (incorporated by reference to
        Exhibit 3.2 to the Registrant's Form 10-K filed on October 13, 1999)
4.3     Certificate of Designation for the Registrant's 5% Series A Convertible
        Preferred Stock (incorporated by reference to Exhibit 3.3 to the
        Registrant's Form 10-KA filed on May 24, 2000)
*4.4    1999 Employee Stock Purchase Plan, as amended
*5      Opinion of Locke Liddell & Sapp LLP
*23.1   Consent of Locke Liddell & Sapp LLP (contained in the opinion filed as
        Exhibit 5 hereto)
*23.2   Consent of Harper & Pearson Company
*24     Power of Attorney (included on signature page)

----------------
* Filed herewith.

ITEM 9.           UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes as follows:

      1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement.

<PAGE>

      Notwithstanding the foregoing, any increase or decrease in volume of
      securities offered (if the total dollar value of securities offered would
      not exceed that which was registered) and any deviation from the low or
      high and of the estimated maximum offering range may be reflected in the
      form of prospectus filed with the Commission pursuant to Rule 424(b) if,
      in the aggregate, the changes in volume and price represent no more than
      20 percent change in the maximum aggregate offering price set forth in the
      "Calculation of Registration Fee" table in the effective registration
      statement; and

            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

      2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

      3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

      5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 19, 2001.


                                          INTERNET LAW LIBRARY, INC.


                                          By: /s/ HUNTER M.A. CARR
                                              --------------------------------
                                              Hunter M. A. Carr
                                              Chairman of the Board, President
                                              and Chief Executive Officer



                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Hunter M. A. Carr and Joanna Hoover and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
           SIGNATURE                                  TITLE                                    DATE
          -----------                                -------                                  ------
<S>                                    <C>                                              <C>
       /s/ HUNTER M.A. CARR            Chairman of the Board of Directors,
       --------------------            President and Chief Executive Officer
       Hunter M.A. Carr                (Principal Executive Officer)                    September 19, 2001


      /s/EUGENE A. CERNAN
      -------------------
        Eugene A. Cernan               Director                                         September 19, 2001


      /s/KELLEY V. KIRKER
      -------------------              Director, Chief Operating Officer
       Kelley V. Kirker                of Internet Law Library                          September 19, 2001


     /s/DONALD W. SAPAUGH
     --------------------
       Donald W. Sapaugh               Director                                         September 19, 2001

     /s/GEORGE A. ROBERTS
     --------------------
        George A. Roberts              Director                                         September 19, 2001

       /s/W. PAUL THAYER
       -----------------
        W. Paul Thayer                 Director                                         September 19, 2001

     /s/DAVID P. HARRIMAN              Director, President of
     --------------------
        David P. Harriman              National Law Library                             September 19, 2001

     /s/ W. ALLYN HOAGLUND
     ---------------------
       W. Allyn Hoaglund               Director                                         September 19, 2001

      /s/ JOANNA HOOVER                Chief Financial Officer
      -----------------                (Principal  Financial and
        Joanna Hoover                  Accounting Officer)                              September 19, 2001

</TABLE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION

4.1     Amended and Restated Certificate of Incorporation of the Registrant
        (incorporated by reference to the Annex A of the Registrant's Definitive
        Proxy Statement on Schedule 14A filed on January 31, 2000)

4.2     Bylaws of the Registrant, as amended (incorporated by reference to
        Exhibit 3.2 to the Registrant's Form 10-K filed on October 13, 1999)

4.3     Certificate of Designation for the Registrant's 5% Series A Convertible
        Preferred Stock (incorporated by reference to Exhibit 3.3 to the
        Registrant's Form 10-KA filed on May 24, 2000)

*4.4    1999 Employee Stock Purchase Plan, as amended

*5      Opinion of Locke Liddell & Sapp LLP

*23.1   Consent of Locke Liddell & Sapp LLP (contained in the opinion filed as
        Exhibit 5 hereto)

*23.2   Consent of Harper & Pearson Company

*24     Power of Attorney (included on signature page)


----------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "a2059579zs-8.txt", "description": "S-8", "secsgml_size_bytes": 21408}]
{"company-data": {"conformed-name": "INTERNET LAW LIBRARY INC", "cik": "0000003959", "assigned-sic": "2731", "irs-number": "820277987", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69634", "film-number": "1740365"}, "business-address": {"street1": "4301 WINDFERN RD", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77041", "phone": "2816006000"}, "mail-address": {"street1": "C/O HUNTER M A CARR", "street2": "4301 WINDFERN SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77041"}, "former-company": {"former-conformed-name": "PLANET RESOURCES INC", "date-changed": "19960514"}}
As filed with the Securities and Exchange Commission on September 19, 2001
                                                  Registration No. 333 -
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           INTERNET LAW LIBRARY, INC.
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                              82-0277987
   (State or Other Jurisdiction of                (I.R.S. Employer
    Incorporation or Organization)              Identification Number)

         4301 WINDFERN ROAD,                            77041
              SUITE 200                              (Zip Code)
           HOUSTON, TEXAS
      (Address of Principal
        Executive Offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

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

                               K. CHARLES PETERSON
                                 GENERAL COUNSEL
                          4301 WINDFERN ROAD, SUITE 200
                              HOUSTON, TEXAS 77041
                     (Name and Address of Agent for Service)

                                 (281) 600-6000
          (Telephone Number, Including Area Code, of Agent for Service)

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

                                   Copies to:
                              STEPHEN L. SAPP, ESQ.
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                 (214) 740-8000
CALCULATION OF REGISTRATION FEE

==============================================================================================================================
                                                            Proposed
                                                             Maximum              Proposed Maximum             Amount of
Title of Securities to be             Amount to be        Offering Price         Aggregate Offering           Registration
Registered                             Registered        Per Share (1)(2)            Price (2)                    Fee
------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par               1,000,000                   $.19                    $190,000            $48
value $0.001 per share
==============================================================================================================================
(1)   Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act of
      1933 on the basis of the average of the high and low prices per share of
      common stock as quoted on the over-the-counter bulletin board on September
      18, 2001.
(2)   Estimated solely for the purpose of determining the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Pursuant to the Note to Part I of Form S-8, the documents containing the
information required by Part I are not required to be and are not being filed
with the Securities and Exchange Commission. These documents will be sent or
given to participants in the 1999 Employee Stock Purchase Plan as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

      Incorporated by reference in this Registration Statement are the following
documents filed with the Securities and Exchange Commission:

      (a)  The Registrant's Annual Report on Form 10-K for the year ended
           December 31, 2000 as filed on April 17, 2001;
      (b)  The Registrant's Current Report on Form 8-K as filed on February 23,
           2001;
      (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2001 as filed on May 15, 2001;
      (d)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 2001 as filed August 14, 2001; and
      (e)  Description of our Common Stock as described in the section
           "Description of Capital Stock" contained in the Form S-1 as filed on
           December 22, 2000 (File No. 333-52564).

      All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
also be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5.        INTEREST OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

      (a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

      Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against such expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
court shall deem proper.

      Further, Section 145(c) of the DGCL provides that, to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

      Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the bylaws or indemnification agreements. Article XIV of our
Certificate of Incorporation provides for the indemnification of our officers
and directors to substantially the same extent permitted by the DGCL.

      Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, but excludes specifically liability
for any (i) breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, (iii) payments of unlawful dividends
or unlawful stock repurchases or redemptions, or (iv) transactions from which
the director derived an improper personal benefit. The provision does not limit
equitable remedies, such as an injunction or rescission for breach of a
director's fiduciary duty of care.

      The Registrant's Certificate of Incorporation contains a provision
eliminating the personal liability of a director from breaches of fiduciary
duty, subject to the exceptions described above.

      (b) The Registrant has entered into Indemnity Agreements with certain of
its directors and officers that establish contract rights to indemnification
substantially similar to the rights to indemnification provided for in its
Certificate of Incorporation.

ITEM 8.           EXHIBITS.

4.1     Amended and Restated Certificate of Incorporation of the Registrant
        (incorporated by reference to the Annex A of the Registrant's Definitive
        Proxy Statement on Schedule 14A filed on January 31, 2000)
4.2     Bylaws of the Registrant, as amended (incorporated by reference to
        Exhibit 3.2 to the Registrant's Form 10-K filed on October 13, 1999)
4.3     Certificate of Designation for the Registrant's 5% Series A Convertible
        Preferred Stock (incorporated by reference to Exhibit 3.3 to the
        Registrant's Form 10-KA filed on May 24, 2000)
*4.4    1999 Employee Stock Purchase Plan, as amended
*5      Opinion of Locke Liddell & Sapp LLP
*23.1   Consent of Locke Liddell & Sapp LLP (contained in the opinion filed as
        Exhibit 5 hereto)
*23.2   Consent of Harper & Pearson Company
*24     Power of Attorney (included on signature page)

----------------
* Filed herewith.

ITEM 9.           UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes as follows:

      1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
      securities offered (if the total dollar value of securities offered would
      not exceed that which was registered) and any deviation from the low or
      high and of the estimated maximum offering range may be reflected in the
      form of prospectus filed with the Commission pursuant to Rule 424(b) if,
      in the aggregate, the changes in volume and price represent no more than
      20 percent change in the maximum aggregate offering price set forth in the
      "Calculation of Registration Fee" table in the effective registration
      statement; and

            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

      2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

      3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

      5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 19, 2001.

                                          INTERNET LAW LIBRARY, INC.

                                          By: /s/ HUNTER M.A. CARR
                                              --------------------------------
                                              Hunter M. A. Carr
                                              Chairman of the Board, President
                                              and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Hunter M. A. Carr and Joanna Hoover and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                  TITLE                                    DATE
          -----------                                -------                                  ------
/s/ HUNTER M.A. CARR            Chairman of the Board of Directors,
       --------------------            President and Chief Executive Officer
       Hunter M.A. Carr                (Principal Executive Officer)                    September 19, 2001

      /s/EUGENE A. CERNAN
      -------------------
        Eugene A. Cernan               Director                                         September 19, 2001

      /s/KELLEY V. KIRKER
      -------------------              Director, Chief Operating Officer
       Kelley V. Kirker                of Internet Law Library                          September 19, 2001

     /s/DONALD W. SAPAUGH
     --------------------
       Donald W. Sapaugh               Director                                         September 19, 2001

     /s/GEORGE A. ROBERTS
     --------------------
        George A. Roberts              Director                                         September 19, 2001

       /s/W. PAUL THAYER
       -----------------
        W. Paul Thayer                 Director                                         September 19, 2001

     /s/DAVID P. HARRIMAN              Director, President of
     --------------------
        David P. Harriman              National Law Library                             September 19, 2001

     /s/ W. ALLYN HOAGLUND
     ---------------------
       W. Allyn Hoaglund               Director                                         September 19, 2001

      /s/ JOANNA HOOVER                Chief Financial Officer
      -----------------                (Principal  Financial and
        Joanna Hoover                  Accounting Officer)                              September 19, 2001
EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION

4.1     Amended and Restated Certificate of Incorporation of the Registrant
        (incorporated by reference to the Annex A of the Registrant's Definitive
        Proxy Statement on Schedule 14A filed on January 31, 2000)

4.2     Bylaws of the Registrant, as amended (incorporated by reference to
        Exhibit 3.2 to the Registrant's Form 10-K filed on October 13, 1999)

4.3     Certificate of Designation for the Registrant's 5% Series A Convertible
        Preferred Stock (incorporated by reference to Exhibit 3.3 to the
        Registrant's Form 10-KA filed on May 24, 2000)

*4.4    1999 Employee Stock Purchase Plan, as amended

*5      Opinion of Locke Liddell & Sapp LLP

*23.1   Consent of Locke Liddell & Sapp LLP (contained in the opinion filed as
        Exhibit 5 hereto)

*23.2   Consent of Harper & Pearson Company

*24     Power of Attorney (included on signature page)

----------------
* Filed herewith.