EXHIBIT 4

                                [KGL LETTERHEAD]

February 11, 2002

Mr. Richard Goldring
The Internet Advisory Corporation
150 E. 58th Street
New York, NY 10022

                RE:     RETAINER AGREEMENT

Dear Mr. Goldring:

        Please accept this letter as confirmation that The Internet Advisory
Corporation (the "Company"), has agreed to modify the retainer agreement dated
June 7, 2000 (the "Retainer") between the Company and Kaplan Gottbetter &
Levenson, LLP. ("KGL"), effective February 11, 2002. The modification, which we
understand was approved by the Company's Board of Directors, is for the Company
to pay part of its outstanding bill for legal services with shares of the
Company's common stock, $.001 par value.

         We understand that part of the outstanding bill will be satisfied by
the issuance of 60,000 shares valued at approximately $72,000. The board of
directors has approved the filing of a registration on Form S-8 for these 60,000
shares. The legal services for which these shares are being registered and
subsequently issued to Adam S. Gottbetter, Esq. (51%), Paul R. Levenson, Esq.
(41%) and Steven M. Kaplan, Esq. (8%), sole partners in KGL, did not include any
services in connection with the offer or sale of securities in a capital raising
transaction, and did not directly or indirectly promote or maintain a market for
the Company's securities.

        Please note that this letter may be filed as an exhibit to the Form S-8.
In order to effectuate the modification of the Retainer, please sign this letter
and return it to my office. If you have any questions, please call me.

Sincerely,

KAPLAN GOTTBETTER & LEVENSON, LLP

/s/ KAPLAN GOTTBETTER & LEVENSON, LLP
-------------------------------------

ACCEPTED AND AGREED:

THE INTERNET ADVISORY CORPORATION

By:     /S/ Richard Goldring
        -----------------------------
Name:   Richard Goldring
        -----------------------------
Title:  President
        -----------------------------

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