GENESIS FINANCIAL GROUP, L.L.C.
2476 BOLSOVER, SUITE 607
HOUSTON, TEXAS 77005
TELEPHONE (713) 839-0627 FACSIMILE (713) 839-1066
April 30, 2000
Mr. A.W. Dugan
Chairman
Planet Resources, Inc.
1415 Louisiana, Suite 3100
Houston, TX 77002
Re: Amendment to Consulting Agreement dated November 2, 1999
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Reference is hereby made to that certain Consulting Agreement dated as
of November 2, 1999 (the "Agreement") between Genesis Financial Group, L.L.C.
(the "Consultant") and Planet Resources, Inc. (the "Corporation"). Because
the Corporation and the Consultant desire additional time to complete those
services outlined in the above referenced Agreement, the parties have agreed
to extend the term of the Agreement. This letter is intended to confirm that,
notwithstanding anything else to the contrary set forth in the Agreement, the
Corporation and the Consultant hereby agree that Section 1 of the Agreement be
hereby amended by striking Section 1 of the Agreement and by substituting in
lieu thereof the following new Section 1:
"1. Engagement. Effective upon execution hereof, the Corporation
hereby engages the Consultant to render to it assistance in the preparation of
certain sections of the SB-2 Registration Statement for the Corporation
(currently, a wholly-owned subsidiary of Internet Law Library, Inc.) (formerly
Planet Resources, Inc.), as well as preparation of responses to comments
on the initial SB-2 Registration Statement for the Corporation received from
the United States Securities and Exchange Commission (the "SEC") in its
letter to the Corporation dated May 20, 1999. (the "Project"). This Agreement
shall remain in effect for a period of the earlier of twelve months from
the date hereof or the approval of said registration statement by the SEC (the
"Term"). The Term hereof may be extended or renewed upon the written
agreement of the Corporation and the Consultant prior to expiration of the
Term hereof upon such terms as the parties hereto may negotiate at the time of
such extension or renewal."
The modifications stated herein shall become effective on May 1,
2000. Except as otherwise expressly modified hereby or required to effectuate
the modification set forth herein, the Agreement shall remain unchanged and
shall continue in full force and effect pursuant to the terms thereof.
This letter agreement contains the entire agreement between the
Corporation and the Consultant with respect to the modification which is the
subject hereof. This letter agreement may not be amended, changed, modified,
or discharged, nor may any provision hereof be waived, except by an
instrument in
writing executed by or on behalf of the party against whom enforcement of any
amendment, waiver, change, modification or discharge is sought. No course of
conduct or dealing shall be construed to modify, amend or otherwise affect any
of the provisions hereof. Please confirm that the Corporation is in agreement
with the forgoing, and that the foregoing is in accordance with your
understanding by signing and returning this letter, which shall thereupon
constitute a binding agreement.
Very truly yours,
Genesis Financial Group, L.L.C.
By: /s/ Kevin P. Regan
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Kevin P. Regan, Managing Director
ACCEPTED AND AGREED TO THIS 7th DAY OF JUNE, 2000:
PLANET RESOURCES, INC.
By: /s/ A.W. Dugan
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A.W. Dugan
