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EXHIBIT 10.24
Cootes Drive LLC
c/o Citco Trustees (Cayman) Limited
Commercial Centre
P.O. Box 31106 SMB
Grand Cayman
Cayman Islands
British West Indies
December 5, 2000
Internet Law Library, Inc.
4301 Windfern Road, Suite 2000
Houston, Texas, 77041
Attn: Hunter M.A. Carr
Re: Internet Law Library, Inc (the "Company")
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Ladies and Gentlemen,
No later than January 14, 2001, the Company shall issue to Cootes Drive LLC
("Cootes"): (i) a promissory note in the aggregate principal amount of five
hundred thousand dollars ($500,000) in the form attached hereto as Exhibit A
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(the "Note") and (ii) a five year common stock purchase warrant in the form
attached hereto as Exhibit B, to purchase 41,650 shares of the Company's common
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stock for an exercise price equal to the average of the closing bid prices of
the Company's common stock for the five trading days preceding the issuance date
of the Note (the "Warrant"), and Cootes shall loan the Company the aggregate
principal amount of $500,000 which shall be evidenced by the Note and shall
deliver such $500,000 to the Company via wire transfer. Notwithstanding
anything herein to the contrary, Cootes shall not be obligated to loan the
Company the aggregate principal amount of $500,000 pursuant to the terms of this
letter agreement if: (i) the quotient obtained by dividing: (x) the sum of the
daily dollar trading volume (number of shares traded on each applicable trading
day multiplied by the closing bid price on each applicable trading day (as
reported by Bloomberg L.P.)) of the shares of common stock of the Company for
all trading days during the period between the date hereof and the issuance date
of the Note by (y) the number of trading days during such period, shall be less
than $165,000, (ii) prior to the issuance date of the Note, Cootes and the
Company shall fail to amend the Amended and Restated Registration Rights
Agreement, dated the date hereof and amended on the date hereof, between Cootes
and the Company, to, among other things, include the shares of common stock that
Cootes may acquire upon conversion of the Note and exercise of the Warrant, in a
manner and form acceptable to Cootes and the Company and (iii) during the period
between the date hereof and the issuance date of the Note there shall have
occurred any event or series or events which either: (A) reasonably would be
expected to have or result in a material adverse effect on the business,
operations, properties,
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prospects, or financial condition of the Company and its subsidiaries, taken as
a whole, or (B) would prohibit or impair the ability of the Company to enter
into or fully and timely perform any of its obligations under the Note.
This letter agreement shall replace in its entirety that certain letter
agreement dated November 20, 2000 between Cootes and the Company.
This letter agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof.
This letter agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
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SIGNATURE PAGES FOLLOWS]
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Please indicate your agreement with the foregoing by executing a
countersigned copy of this letter agreement and returning the same to our
attention, whereupon effective immediately thereafter this letter agreement
shall become a legally valid and binding agreement between Cootes and the
Company.
Sincerely,
COOTES DRIVE LLC
By: /s/ Illegible
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Name:
Title:
Agreed and accepted:
INTERNET LAW LIBRARY, INC.
By: /s/ HUNTER M.A. CARR
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Name: Hunter M.A. Carr
Title: President
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