EX-99.2 5 e992.htm Exhibit 99.2 for Information Architects

                              Consulting Agreement


         This Consulting Agreement (the "Agreement") is entered into this _____
day of __________ 2003 is by and amongst Information Architects Corporation (the
"Company") and Adam Wasserman (the "Consultant").
         WHEREAS, the Consultant is skilled in corporate financial matters,
financial strategic planning and management consulting; and
         WHEREAS, the Company desires to engage the Consultant to assist the
Company in it's efforts to improve operational efficiencies, assist with the
marketing efforts, develop a strategic plan of operations and assist in
streamlining accounting operations;
         NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.

1.       The Company hereby engages the Consultant and the Consultant hereby
         accepts this engagement on a non-exclusive basis pursuant to the terms
         and conditions of this Consulting Agreement.
2.       Consultant shall provide the Company with ongoing consulting services
         in the area of accounting, marketing, strategic planning and
         organizational efficiencies. Consultant shall meet with the Company's
         Officers and the Board of Directors and report upon his endeavors.
         Consultant shall provide these services on an as needed basis but in no
         event less frequently than at least three days per week unless advised
         to the contrary by the Company. Said services to be provided either
         at the Company's principle place of business or the address of the
         Consultant depending upon the nature and type of services provided.
3.       In order to assist the Consultant with his duties, the Company will
         provide the Consultant with such information, as may be required by
         Consultant. The Company will make available to Consultant copies of all
         reports filed with the Securities and Exchange Commission, copies of
         financial reports and projections, strategic plans and such other
         reports as may be necessary in order for the Consultant to carry out
         Consultant's responsibilities.



4.       This  Agreement shall be for a term commencing on the date of execution
         by the last signatory and continuing until September 3, 2004.
5.       In consideration of the services to be provided, the Consultant shall
         receive a fee of twenty-five thousand (25,000) shares of the Company's
         common stock.
6.       The Company will register these shares pursuant to a registration
         statement on Form S-8.
7.       During the term of this Agreement, each party may have access to trade
         secrets, know how, formulae, customer and price lists, all of which are
         valuable, special, proprietary and unique assets of each. The parties
         agree that all knowledge and information which each other shall acquire
         during the term of the Agreement shall be held in trust and in a
         fiduciary capacity for the sole benefit of the other party, it's
         successors and assigns, and each agrees not to publish or divulge
         either during the term of this Agreement or subsequent thereto,
         knowledge of any technical or confidential information acquired during
         the term of this Agreement.
                   At the termination of this Agreement, or at any other time,
               either party may request the other party to deliver to the other,
               without retaining any copies, notes or excerpts thereof, all
               memoranda, diaries, notes, records, plans, specifications,
               formulae or other documents relating, directly or indirectly, to
               any confidential information made or compiled by, or delivered or
               made available to or otherwise obtained by the respective parties.
               However, the foregoing provision shall not prohibit the
               Consultant from engaging in any work at any time following his
               termination of this Agreement that does not conflict with the
               terms of this Agreement.
8.       This Agreement may be terminated for "Proper Cause" prior to the
         expiration of its stated term in the sole and absolute discretion of
         either party. As used in the Agreement "Proper Clause" shall be
         limited to:
                  Conviction of Civil or Criminal Fraud or a Felony. Such
                  termination shall not prejudice any other remedy to which
                  either party may be entitled either at law, in equity or under
                  this Agreement.
9.       Except as otherwise provided herein, any notice or other communication
         to any party pursuant to or relating to this Agreement and the
         transactions provided for herein shall be deemed to have given or
         delivered when deposited in the United States Mail, registered or
         certified, and with proper postage and registration or certification
         fees prepaid, addressed at their principal place of business or to such
         other address as may be designated by either party in writing.



10.      The Agreement shall be governed by and interpreted pursuant to the laws
         of the state of Nevada by entering into this Agreement, the parties
         agree to the jurisdiction of the Nevada courts with the venue in Nevada.
         In the event of any breach of this Agreement, the prevailing party
         shall be entitled to recover all costs including reasonable attorney's
         fees.
11.      This Agreement may be executed in any number of counterparts, each of
         which when so executed and delivered shall be deemed an original, and
         it shall not be necessary, in making proof of this Agreement to produce
         or account for more than one counterpart.
12.      Nothing contained herein shall be construed as creating a joint venture
         or partnership arrangement between Consultant and the Company.

         IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
         seals the day and year first  above written.

         CONSULTANT:                                          COMPANY:
         Adam Wasserman                                       Information Architects Corporation

         /s/ Adam Wasserman                                   /s/ Michael L. Weinstein
             Adam Wasserman                                       Michael L. Weinstein, CEO