EXHIBIT 10.5

LETTER OF INTENT

This letter of intent 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 an investment in I-Accele
Australia Pty Ltd ("I-ACCELE AUSTRALIA PTY LTD") (a company to be formed under
the laws of Australia), the relationship of the Parties and how they will manage
the business of I-Accele Australia.

I-ACCELE AUSTRALIA

1)  IAO and LWI will invest in I-Accele Australia as follows:

    a)  IAO and LWI will each subscribe cash for AUD$100.00 in ordinary equity
        in I-Accele Australia 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 AUD$50,000.00 redeemable note on the terms
        and conditions set out herein to fund the initial operating costs; AND
        at the same time

    c)  IAO will supply I-Accele Australia with a server computer as required;
        and

    d)  IAO has an option to purchase sufficient ordinary shares in I-Accele
        Australia from LWI to achieve equity ownership of up to 60% of the total
        issued share capital of I-Accele Australia in the future, at a formula
        to be agreed between the parties.

2)  Rights of IAO and LWI in relation to I-Accele Australia are as follows:

    i)  Each shareholder will have the right to appoint 1 Director, with a
        maximum of 2 Directors appointed;

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

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    iii) I-Accele Australia's Directors will be required to declare a dividend
        at the end of each fiscal year or, at the election of the Directors,
        more frequently, of 100% of distributable profits. 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 I-Accele Australia 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 I-Accele Australia. Costs
        of such to be borne by I-Accele Australia.

3)  Terms of the IAO redeemable note investment:

    a)  Cash subscription by IAO for a redeemable note in I-Accele Australia
        issued on the terms set out below:

        i)  Subscription price is AUD$50,000.00 cash;

        ii) Unsecured but with priority to any payment by way of distributions
            of dividends to I-Accele Australia shareholders;

        iii) Redeemable by I-Accele Australia at any time but only from retained
            profits and in any case only repayable out of retained profits of
            I-Accele Australia; and

        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 I-Accele Australia has sufficient surplus assets to
            affect redemption.

        v)  3% per annum interest rate, with such interest accruing once
            I-Accele Australia'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

4)  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

5)  The Parties agree to use their best endeavours and do all such acts as may
    be necessary to achieve the investment in I-Accele Australia by IAO, and
    other matters contemplated by this letter of intent.

6)  Time shall be of the essence.

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

8)  Notwithstanding other clauses in this letter of intent, the Parties agree
    that their intentions are set out in this letter of intent and that they
    will do all things necessary to complete and fulfil their collective and
    individual obligations. To the extent to which a Party believes that this
    letter of intent, on subsequent legal review within 6 months of the
    execution date, does not reflect the intentions, the other Parties agree to
    act in good faith to have that situation resolved and this agreement will,
    other than the disputed clause(s) will otherwise survive. The Parties
    further agree to immediately convert this letter of intent into an
    agreement.

9)  This letter of intent 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 31 day of July 2003

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

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


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