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

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        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

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    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;

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        (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).

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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



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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

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    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.

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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

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