EXHIBIT 2.1

The Company is offering for sale to the Subscriber, on the terms and conditions set forth below, 1,666,666 shares (the "Shares") of the common stock of the Company (the "Common Stock") at a price of US$0.30 per share, or an aggregate price of US$500,000 (the "Offering Price").

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereby agree as follows:

I. SUBSCRIPTION FOR SHARES; REPRESENTATIONS BY SUBSCRIBER

1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Subscriber, at the Offering Price, 1,666,666 Shares of Common Stock. The Offering Price is payable by wire transfer to the Company in accordance with instructions to be given by the Company to the Subscriber at the time the Shares are subscribed for. Certificates evidencing the Shares will be issued to the Subscriber as soon as practicable after receipt and collection by the Company of payment for the Purchased Shares and satisfaction of the conditions set forth in Section 2.3 hereof.

1.2 The Subscriber recognizes that the purchase of Shares entails elements of risk in that (i) it may not be able to readily liquidate its investment; (ii) transferability is restricted; and (iii) in the event of a disposition, it could sustain the loss of its entire investment.

1.3 The Subscriber represents that it is neither a citizen, resident or domiciliary of the United States of America, its territories or possessions, nor of the Commonwealth of Puerto Rico.

1.4 The Subscriber acknowledges that it has prior investment experience such that it is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company's (i) Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the U.S. Securities and Exchange Commission ("SEC"), and its (ii) Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2003, as filed with the SEC, are collectively referred to as the "Disclosure Documents." The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company's affairs and prospects.

1.5 The Subscriber hereby acknowledges that (i) the Offering and the sale of the Shares have not been reviewed by the SEC by reason of the Company's intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the "Act") pursuant to Section 4(2) thereof; (ii) the issuance of the Shares has not been qualified under any state securities laws on the grounds that the Offering and the sale of the Shares contemplated hereby are exempt therefrom; and (iii) the foregoing exemptions are predicated on the Subscriber's representations set forth herein. The Subscriber represents that the Shares are being purchased for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. The Subscriber understands that the Shares, upon their issuance, will not be registered under the Act and may be required to be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.

1.6 The Subscriber represents that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Act.

1.7 The Subscriber acknowledges that the certificate representing the Shares shall bear a legend in substantially the following form:

"The shares of Common Stock represented by this certificate have not been registered under the U.S. Securities Act of 1933, as amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of to any person or entity who is a citizen, resident or domiciliary of the United States of America, its territories or possessions, or of the Commonwealth of Puerto Rico, unless registered pursuant to the provisions of that Act or an opinion of counsel to the Company is obtained stating that such disposition is in compliance with an available exemption from such registration."

1.8 The Subscriber represents that it has the full right, power and authority to enter into and perform the Subscriber's obligations hereunder, and this Agreement constitutes a valid and binding obligation of the Subscriber enforceable in accordance with its terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally and
(ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

II. REPRESENTATION AND WARRANTIES BY THE COMPANY

The Company represents and warrants to the Subscriber as follows:

2.1 The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, lease and operate its properties and to conduct the business which it presently conducts. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except for such

jurisdictions where the failure to be so qualified or in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the results of operations, business affairs or business prospects of the Company.

2.2 The execution, delivery and performance of this Agreement by the Company (a) has been duly authorized and approved by the Board of Directors of the Company and all other necessary corporate action on the part of the Company in connection therewith has been taken and (b) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter documents or by-laws of the Company, (ii) any material contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound or to which any of its properties may be subject or (iii) any law, administrative regulation or court decree applicable to or binding upon the Company. This Agreement has ben duly and validly executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company, enforceable in accordance with its terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally and
(ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

2.3 The Offering has been duly and validly authorized by the Board of Directors of the Company, but a sufficient number of unissued shares of Common Stock has not as yet been authorized by the Company in accordance with applicable Delaware law nor has the sale of the Shares to the Subscriber been approved by the Company's stockholders pursuant to the rules of the American Stock Exchange Inc. The Company covenants and agrees to convene a special meeting of its stockholders on or before December 31, 2003 to consider and vote upon proposals to (i) increase the authorized shares of Common Stock of the Company to not less than one hundred million (100,000,000) in number, and (ii) approve the sale of the Shares to the Subscriber, and will exert its commercially reasonable best efforts to cause a majority in equity interest of its stockholders to vote in favor of each such proposal thereat. No authorization, approval or consent of any court, governmental authority or agency is necessary in connection with the issuance by the Company of the Shares.

2.4 The Disclosure Documents are true, correct and complete in all material respects, and do not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2.5 Since the respective dates as of which information was given in the Disclosure Documents, except as otherwise stated therein: (i) there has been no material adverse change in the financial condition, or in the results of operations, affairs or prospects of the Company, whether or not arising in the ordinary course of business; and (ii) there have been no transactions entered into by the Company, other than those in the ordinary course of business, which are material to the Company.

III. ABSENCE OF REGISTRATION RIGHTS

3.1 No rights to registration of the Shares under the Act are being granted by the Company to the Subscriber.

IV. MISCELLANEOUS

4.1 Any notice, request, advice, consent or other communication given hereunder shall be given in writing and sent by overnight delivery service or registered or certified mail, return receipt requested, and addressed as follows: if to the Company, to it at 533 Airport Boulevard, Suite 400, Burlingame, California 94010 United States of America, Attention: Secretary; and if to the Subscriber, to it at its address indicated below its signature to this Agreement. Notices so given shall be deemed to have been given on the earlier to occur of actual receipt or three business days after the date of such mailing, except for notices of change of address, which shall be deemed to have been given when received.

4.2 This Agreement shall not be changed, modified or amended except by a writing signed by the parties hereto.

4.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

4.4 References herein to a person or entity in either gender include the other gender or no gender, as appropriate.

4.5 This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of New York.

4.6 This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.

IA GLOBAL, INC.

                                        By:   /s/ Alan Margerison
                                              Name:  Alan Margerison
                                              Title: CEO
November  6, 2003
Date of Acceptance
of Subscription

INTER ASSET JAPAN CO. LTD.

By: /s/ Akira Hashimoto
        Name:Akira Hashimoto
        Title: President

EXHIBIT 2.5

BUSINESS DEVELOPMENT LOAN AND VENTURE AGREEMENT

This Agreement is between:

IA Global Inc (IAO) (a company registered in the State of Delaware, organised under the laws of the United States) and which has its registered address at 533 Airport Boulevard, Suite 400, Burlingame, CA 94010 United States of America;

London Wall Investments Pty Ltd (LWI) (a company organised under the laws of the Australia and designated the Australian Company number 064 591 484) (or its nominee(s)) and which has its registered address at 4/39 Megalong Street Nedlands WA 6009 Australia; and

(together THE PARTIES)

sets out the intention of the Parties relating to the granting of a business development loan by IAO to LWI and the establishment of a venture to be called "QuikCAT Australia ("QCA"), the relationship of the Parties and how they will manage the business of QCA.

THE BUSINESS

1) The business of QCA (which includes the activities of the Parties as these activities relate to the business prior to the incorporation of QCA) is the exploitation of the QuikCAT Technologies Inc ("QuikCAT") product commonly known as the I-net Accelerator ("The Business").

2) The Parties acknowledge that in order to commence a commercial service, they will need to modify the client software of the I-Net Accelerator so that it is in a state and form to launch a commercial grade service in Australia.

PRE-INCORPORATION LIMITED-RECOURSE BUSINESS DEVELOPMENT LOAN ("PIBDL")

3) Prior to the incorporation of QCA, IAO agrees to advance to LWI a limited-recourse business development loan on the following terms and conditions:

a) Amount equal to AUD$50,000, with such further amounts to be advanced on the same terms and conditions and in amounts to be agreed between the Parties;

b) Repayment of the PIBDL by LWI shall be limited as follows:

i) Repayable by LWI only from retained profits of the Business. Should the Business fail to generate sufficient retained profits to repay the entire PIBDL, then the amount repayable shall be limited only to the limit of those retained profits; or

ii) Should the Parties individually or collectively decide not to proceed with the Business, then:

(1) LWI will advise IAO of the remaining amount of the PIBDL and the residual obligations;

(2) Remit excess funds (having retained an amount equal to the residual obligations) to an account of IAO's choice; and

(3) Send IAO a certified copy of the accounts depicting expenditure (including residual obligations) and confirm to IAO that there are no further obligations with regards the Business. Thereafter, LWI will have no further liability or obligations with respect to the repayment or otherwise of the PIBDL.

c) When QCA is formed, the Parties agree that QCA will immediately assume all of LWI's liability for this PIBDL and that LWI will thereafter have no liability to IAO.

4) The Parties agree that LWI shall be:

a) charged with managing the PIBDL and not be entitled to any fee for this service;

b) required to establish a new bank account for the PIBDL;

c) authorised to spend and commit to expenditure as it relates to the Business only and strictly in accordance with the budget submitted to IAO and agreed to by the Parties. A copy of this budget is attached for information purposes. This budget is varied to include costs disclosed in the draft engagement letter of Thuril Pty Ltd and Lateral Plains Pty Ltd (sent to Alan Margerison 22/9/03);

d) authorised to spend the PIBDL for the benefit of the Parties and outside the budget but only with the advanced written or oral consent of IAO; and

e) required to present IAO with a regular account of PIBDL expenditure and be prepared to hand over underlying receipts for all expenditure to IAO or its auditor. No fee shall be charged for this service.

FORMATION OF QCA

5) IAO and LWI intend to form QCA and QCA will own and manage the business.

6) In forming QCA, the Parties agree as follows:

a) IAO and LWI will each subscribe cash for AUD$100.00 in ordinary equity in QCA in return for a 50% stake. The issue price of each fully paid share shall be AUD$0.01; AND at the same time

b) IAO will subscribe cash for a redeemable note on the terms and conditions set out herein and in sufficient amount to fund the initial operating costs and capital; and then

c) QuikCAT, by virtue of the License Agreement between IOA and QuikCAT, will be allowed elect whether:

i) to subscribe for 10% of the capital of QCA on the same terms as the Parties; or

ii) require QCA create a net profit interest ("NPI") in its Business in favour of QuikCAT. The NPI shall be calculated as 10% of pre-tax profits in accordance with generally accepted accounting principles and shall be payable as and when dividends are paid by QCA. The amount paid against any NPI liability shall be reduced in proportion to the retained profits of QCA, provided always that this retained element will be paid in cash as and when QCA has sufficient retained profits

provided that the Directors of QCA shall not be required to accept QuikCAT's choice until such time as the licence agreement between QuikCAT and IAO has been executed and all conditions subsequent therein have been satisfied; and then

d) Thuril Pty Ltd and Lateral Plains Pty Ltd will each be allowed to subscribe for 2.5% of the capital of QCA on the same terms and conditions as the Parties, provided that these subscriptions will not be accepted by the Directors of QCA until such time as QCA launches its Australian business and that launch includes Australian ISPs as bona fide launch partners prepared to market the QCA service to their customers on a commercially acceptable contract to QCA and that these ISPs have between them 60,000+ genuine customers.

7) Rights of IAO and LWI in relation to QCA are as follows:

i) Each of IAO and LWI will have the right to appoint 1 Director, with a maximum of 2 Directors appointed. Other Directors may be appointed with the consent of both IAO and LWI;

ii) Normal minority protection and US/Australian standard corporate governance issues to be addressed in the QCA Constitution by agreement between IAO and LWI;

iii) QCA's Directors will be required to declare dividends and pay dividends as follows but subject to the repayment of the redeemable note:

(1) When, in the view of the Directors, QCA is operating profitably, every 6 months on 30 June and 31 December or more frequently as they may determine;

(2) On 31 December, an amount equal to the operating profit for the period less an amount retained for taxes and reasonable working capital requirements for the ensuing 12 months;

(3) On 30 June 100% of distributable profits less an amount retained for taxes and reasonable working capital requirements for the ensuing 12 months. The Directors may reduce this level of dividend only to the extent to which there is a reasonable business case supported by all Directors to retain a proportion of profits; and

iv) At any reasonable time, IAO will have the physical right to access the company records of QCA for the purposes of a review. All costs of any such review will be borne by IAO.

v) An auditor may be required to be appointed for QCA. Costs of such to be borne by QCA.

8) Terms of the IAO redeemable note investment:

a) Cash subscription by IAO for a redeemable note in QCA issued on the terms set out below:

i) Subscription price is an amount to be agreed and based on a budget to be prepared by LWI and approved by IAO;

ii) Unsecured but with priority to any payment by way of distributions of dividends to QCA shareholders;

iii) Redeemable by QCA at any time but only from retained profits and in any case only repayable out of retained profits of QCA;

iv) Redeemable by IAO at any time with written notice of 3 months, after initial non-redeemable period of 1 year, but redeemable only to the extent that QCA has sufficient surplus assets to affect redemption; and

v) 3% per annum interest rate, with such interest accruing once QCA's profit on a monthly basis exceeds AUD$10,000 for 3 consecutive months.

b) Subscription by IAO to be at the same time as subscription by IAO in ordinary equity as set out in this letter of intent.

CONFIDENTIALITY

9) The Parties agree that this letter of intent is confidential and that the terms will not be disclosed to any third party without the express written consent of all Parties (such consent not to be unreasonably withheld).

GENERAL

10) The Parties agree to use their best endeavours and do all such acts as may be necessary to achieve the establishment of the Business and the incorporation of QCA by IAO and LWI, and other matters contemplated by this Agreement.

11) Time shall be of the essence.

12) This Agreement shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements with respect thereto.

13) This Agreement may be executed in any number of counterparts (including by way of facsimile) and all such counterparts when taken together shall be deemed to constitute one and the same instrument.

Executed by the Parties on this 18th day of August 2003

Duly authorise representative           Duly authorise  representative
for IA Global Inc                       for London Wall Investments Pty Ltd

 /s/Alan Margerison                      /s/Mark Jenkins
 ------------------                      ---------------
 Alan Margerison, CEO                    Mark Jenkins, Director

SCHEDULE

AGREED BUDGET FROM LOI DRAFT VER 4 CLEAN - FOR INFORMATION PURPOSES

START UP COST BUDGET

The startup operating cost budget is set at AUD$100,000 plus the cost of any hardware, software and services required for the installation of the Swiftel server. This budget is for Australia only. It is envisaged that the startup phase will take approx 3 months, after which I-Accele Australia should be self funding.

The only caveat to this estimate is the timing of cash flow. An initial estimate of a rollout to an ISP is:

o Technical evaluation - 1-2 weeks

o Contract negotiation and signing - 1 week (longer for larger ISPs that will have to get committee/board approvals to sign agreements and use the product)

o Product roll out to get a decent take up (including (say) a 2 week free trial for users - 7 weeks

o Payment from ISP - 4 weeks (in Australia standard 30 day payment terms are generally the norm)

Based on this estimate, it will take approx 14-16 weeks from start to first cashflow for an average ISP. Some will proceed quicker and some slower.

Subsequent Nominated Territories will be funded from retained earnings and investment from local partners.

Estimated operating pre-start costs:

o Marketing documentation and a white paper for the ISPs - $5,000-10,000 (particularly now that we see a need to review all English language user interfaces eg help files and warning screens)

o Legal agreement with Swiftel - $10,000

o Standard legal agreement for ISPs - $10,000-12,500

o Marketing officer (contractor) in Eastern States to hit medium ISPs - $5,000/mnth x 3 months = $15,000

o I-Accele Australia management cost (M Jenkins) $5,000/mnth x 4 months = $20,000

o Travel costs with in Australia - $15,000

o Incorporation costs for I-Accele Australia - $1,500

o Admin, including phone costs, outside colour printing and incidental costs - $5,000

o Contingency - $5,000

o Australian GST $9,400*

Budget = $100,000 ie $91,000 +GST

GST should be refundable once the venture starts producing income. The budget includes a worst case scenario. GST is the Australian federal value added tax on goods and services and it is levied at 10% of base cost.

All expenditure to be to budget and agreed by both Directors. A more accurate budget will be developed for Directors' signoff as the operations commence. However, the budget is considered an upper limit, based on the stated assumptions.

Other startup budget items that may be considered are:

o Independent technical paper - $5,000 (est)

o Publicity agent to coordinate launch and maximise general and specialist media exposure of following month. - $10,000-15,000.

START UP CAPITAL BUDGET

The following budget has been prepared from 3rd party quotes in Australia for equipment to the specifications requested by IA. It may prove cheaper and more effective to purchase some or all of these items in Japan and send the configured items to Australia, subject to also procuring hardware backup agreements in Australia.

Quad processor with Windows server software AUD$31,000.

Dual processor with Windows server software AUD$11,550.

Both machines are IBM brand and IBM backup service.

Approx AUD$3,500 GST should be refundable on these purchases, as noted above.

The purchase contracts include 3 years' onsite 4 hour (9am-5pm) call out support. It is recommended that a 2nd Quad processor be installed at Swiftel in Sydney as a backup for both the compression and licence servers that will be situated at Swiftel in Perth. This backup capability will be written into the contracts with ISPs so that they are aware of the maximum backup that I-Accele Australia will provide. For example, in the unlikely event that all servers went down, I-Accele Australia would not be liable for damages whilst it repaired the situation.

Commitment to the capital budget will only be required once an ISP has signed for the service. Prior to that, all trial traffic can be accommodated on the dual processor server already at Swiftel.

NB - CERTAIN ITEMS OF THIS CAPITAL BUDGET ARE NO LONGER RELEVANT AND THIS INFORMATION HAS BEEN COMMUNICATED TO IAO. FOR INSTANCE THE CAPITAL BUDGET IS NOW $5300 (APPROVED BY IAO) FOR THE AUSTRALIAN COMPRESSION SERVER - MJ 22.9.03