EXHIBIT 10.5

                                 IA GLOBAL, INC.


                  NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER




                          LAST REVIEWED AND ACCEPTED ON


                                  JULY 10, 2004

                            _________________________


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                                 IA GLOBAL, INC.
                  NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER
________________________________________________________________________________

1. COMMITTEE FORMATION

The role and responsibilities of the Nominations and Governance Committee (the
"Committee") of the Board of Directors (the "Board") of IA Global Inc. (the
"Company") are as follows, subject to amendment by the Board from time to time:

2. PURPOSE

The purpose of the Committee is to:

(a)  assist the Board in identifying individuals qualified to become Board
     members, and recommend to the Board the nominees for election as directors
     at the next annual meeting of shareholders.

(b)  develop and recommend to the Board the corporate governance principles
     applicable to the Company.

(c)  serve in an advisory capacity to the Board and Chairman of the Board on
     matters of organization, management succession plans, major changes in the
     organizational structure of the Company and the conduct of Board
     activities.

3. ORGANIZATION

The Committee shall be comprised of at least three directors. All members of the
Committee shall be "independent" as defined by American Stock Exchange listing
standards. The Company's Board shall appoint, and may remove, members of the
Committee and the Committee's Chairman.

4. MEETINGS

The Committee will meet at such times as it deems appropriate to fulfill its
responsibilities as outlined below.

5. AUTHORITY AND RESPONSIBILITIES

To assist it in the conduct of its responsibilities, the Committee, to the
extent it deems necessary or appropriate, may consult with or request assistance
from management and, as appropriate, other Company employees. The Committee
shall also have the authority to retain legal counsel and/or advisors, as it
deems appropriate, to assist in performing its duties, including the authority
to approve any related fees and other retention terms. In addition, the
Committee shall have the authority to retain any search firm used to identify
director candidates, including sole authority to approve such firm's fees and
other retention terms.

The Committee shall report regularly to the Board. The Committee will consider
board candidates nominated by stockholders if submitted in accordance with the
procedures in the Company's bylaws.

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In carrying out its responsibilities, the Committee shall:

     1.   Develop general criteria for the selection of and qualifications
          desirable in members of the Board. Among other criteria that the
          Committee may develop, new Board candidates must:

          (a)  be able and willing to represent the shareholders' short and long
               term economic interests;

          (b)  be able to contribute to the evaluation of the existing
               management of the Company, if requested;

          (c)  be cognizant of the responsibilities of the Company to its
               employees, customers, and regulatory authorities and of its civic
               and social responsibilities; and (d) be willing to take the
               necessary time to properly prepare for Board and Committee
               meetings, at least based upon a thorough review of the material
               supplied before each Board meeting.

     2.   In addition to the foregoing standards, the incumbent directors will
          be evaluated for re-nomination based on the following criteria:

          (a)  adequate preparation for Board and Committee meetings, including
               a thorough review of and familiarity with the written materials
               supplied before each meeting;

          (b)  participation in and contributions to Board and Committee
               discussions through useful and pertinent suggestions, questions,
               and comments which reflect an informed and independent viewpoint;

          (c)  providing ongoing advice and counsel to management on the
               director's own initiative and when requested by management of the
               company;

          (d)  regular attendance at Board and Committee meetings; and

          (e)  maintain an independent familiarity with the external
               environments in which the company operates and especially in the
               director's own particular fields of expertise.

     3.   Identify and evaluate qualified individuals to become members of the
          Board;

     4.   Annually recommend to the Board the nominees for election as directors
          persons who meet the foregoing requirements, the Company's corporate
          governance principles/policies and any other requirements established
          by the Committee;

     5.   Recommend to the Board persons to fill vacancies created by the death,
          disability or resignation of members of the Board;

     6.   Review annually the qualifications, requirements, membership,
          structure (including authority to delegate) and performance of
          committees of the Board;

     7.   Recommend to the Board the members of all Board committees, including
          the chair of such committees, as appropriate;

     8.   Review and assess the adequacy of the Company's corporate governance
          principles/polices and recommend amendments to the Board, as
          appropriate;

     9.   Review and reassess the adequacy of this Charter as needed, but as
          least annually and recommend changes to the Charter to the Board, as
          appropriate; and

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     10.  Oversee the annual evaluation of the performance of the Board and of
          the incumbent directors.

6.   ANNUAL PERFORMANCE EVALUATION

The Committee shall annually evaluate its own performance.

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Most recently presented and reviewed by full Board of Directors on July 10, 2004
                                                                   -------------


Confirmed by Nominations and Governance Committee Members


          Raymond Christinson           /s/ Raymond Christinson
                                        -----------------------



          (Chairman Nominations and Governance Committee)


          Jun Kumamoto                  /s/ Jun Kumamoto
                                        -----------------------


          Eric La Cara                  /s/ Eric La Cara
                                        -----------------------


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