Exhibit 10.6

                                 IA GLOBAL, INC.


                             AUDIT COMMITTEE CHARTER




                          LAST REVIEWED AND ACCEPTED ON


                                  JULY 10, 2004

                            _________________________


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                                 IA GLOBAL, INC.
                             AUDIT COMMITTEE CHARTER
________________________________________________________________________________

1.0 PREAMBLE

The Board of Directors of this corporation has formed an audit committee to
promote the financial transparency of the corporation and to ensure the
integrity of the corporation's financial reporting processes and products. This
charter is meant to identify the personnel and functions of the audit committee.
These guidelines contemplate the involvement of the outside counsel and where
appropriate the involvement of the full Board of Directors.

2.0 ORGANIZATION AND INDEPENDANCE

         2.1 Independent Audit Committee
         -------------------------------
         The Board of Directors shall designate an Audit Committee, which shall
         be composed of at least three directors, all of whom must be
         independent directors.

         To be considered independent the member, and the compensation received
         by such member, must satisfy the requirements of all applicable laws
         and regulations relative to audit committee independence, including
         without limitation those of the New York Stock Exchange, American Stock
         Exchange, and the SEC, as determined by the Board. See Schedule A for
         an outline of current guidelines.

         2.2 Financial Qualifications
         ----------------------------
         Members shall have accounting expertise as may be required by law or by
         the regulations of the SEC or the American Stock Exchange, as the Board
         of Directors interprets such qualification in its business judgment.
         See Schedule B for an outline of current guidelines.

         2.3 Requirements of the New York Stock Exchange
         -----------------------------------------------
         It is the intention of the Board that the Committee shall satisfy the
         requirements and standards set forth in the rules of the New York Stock
         Exchange and American Stock Exchange applicable to audit committees.

3.0 THE COMMITTEE'S PURPOSES

         The Committee shall provide assistance to the Board of Directors in
         fulfilling its responsibility to the company and its stockholders
         relating to its oversight of management and its auditors in respect of
         corporate accounting, financial reporting practices, and the quality
         and integrity of the financial reports of the company, including the
         company's compliance with legal and regulatory requirements, the
         independent auditor's qualifications and independence, the performance
         of the company's internal audit function and independent auditors, and
         the preparation of the report required by the rules of the Securities
         and Exchange Commission to be included in the company's annual proxy
         statement.

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         It is not the role of the Committee to plan or conduct audits, to
         guarantee the accuracy or quality of the company's financial statements
         or to determine that the financial statements are in accordance with
         generally accepted accounting principles and applicable laws and
         regulations. These are the responsibilities of management, the
         independent auditors and internal auditors. It is the responsibility of
         the Committee to maintain regular and open communication among the
         directors, the independent auditors, the internal auditors, and the
         financial management of the company.

         The Board and the audit committee have the ultimate authority and
         responsibility to select, oversee, evaluate, and, where appropriate, to
         replace the outside auditor.

         The outside auditor is ultimately accountable to the board of directors
         and the audit committee as the representatives of the stockholders.

4.0 THE COMMITTEE'S RESPONSIBILITIES

         In carrying out its responsibilities, the audit committee believes its
         policies and procedures should remain flexible, in order to best react
         to changing conditions and to ensure to the directors and stockholders
         that the corporate accounting and reporting practices of the
         corporation are in accordance with all requirements and are of the
         highest quality.

         4.1 Appointment of the Independent Auditors
         -------------------------------------------
         To the extent required by applicable law or regulation: (i) the
         Committee will be directly responsible for the appointment,
         compensation and oversight of the independent auditors (including the
         resolution of any disagreements between management and the independent
         auditors regarding financial reporting), (ii) the independent auditors
         shall report directly to the Committee, (iii) the Committee shall
         approve in advance all auditing services (including comfort letters and
         statutory audits) performed by the independent auditors, (iv) the
         Committee shall approve in advance all non-audit services performed by
         the independent auditors, and (v) all non-audit services to be
         performed by the independent auditors shall be disclosed.

         The Auditor's engagement letter should define the nature and scope of
         audit engagement and provide a contract for professional services of
         the auditing firm.

         The Committee may delegate to one or more members of the committee who
         are independent directors the authority to grant pre-approvals required
         by this subsection, and the decisions of the member to whom this
         authority is delegated shall be presented to the Committee at the next
         scheduled meeting of the committee. The independent auditors may not
         perform for the company any services that are prohibited by law or
         regulation. The foregoing requirements do not preclude the committee
         from obtaining the input of management, but these responsibilities may
         not be delegated to management. The Board of Directors and management
         may communicate with the independent auditors at any time they deem it
         appropriate.

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         4.2 Annual Statement from the Independent Auditors
         --------------------------------------------------
         The Committee is responsible for obtaining from the independent
         auditors at least annually, a formal written statement delineating all
         relationships between the auditors and the company. The Committee shall
         be responsible for conferring with the independent auditors with
         respect to any disclosed relationships or services that may affect the
         objectivity and independence of the independent auditors and for
         recommending to the Board of Directors such appropriate action as may
         be necessary to satisfy itself as to the qualifications, performance
         and independence of the independent auditors.

         To the extent required by law or regulation, the annual statement also
         shall describe: (i) the firm's internal quality control procedures,
         (ii) any material issues raised by the most recent internal
         quality-control review, or peer review, of the firm, or by an inquiry
         or investigation by governmental or professional authorities, within
         the preceding five years, respecting one or more independent audits
         carried out by the firm, and (iii) any steps taken to deal with any
         such issues.

         The Committee will comply with all relevant laws and regulations
         relative to (i) rotation of independent auditors or independent audit
         personnel and (ii) the performance of services by an independent audit
         firm when a former employee of that firm currently serves as chief
         executive officer, chief financial officer, chief accounting officer or
         equivalent officer of the company.

         4.3 Risk Assessment and Accounting Controls
         -------------------------------------------
         The Committee will review with the independent auditors, the company's
         internal auditor, and appropriate financial and accounting personnel
         the adequacy and effectiveness of the accounting and financial controls
         of the company, and guidelines and policies to govern the process by
         which risk assessment and risk management is undertaken, and will
         elicit any recommendations for the improvement of such internal control
         procedures or particular areas where new or more detailed controls or
         procedures are desirable.

         The Committee will establish, implement and conduct an annual review of
         the procedures for (i) the receipt, retention and treatment of
         complaints received by the company regarding accounting controls or
         auditing matters and (ii) the confidential, anonymous submission by
         employees of the company of concerns regarding questionable accounting
         or auditing matters.

         4.4 The Annual Audit
         --------------------
         The Committee will meet with the independent auditors and financial
         management of the company to review the scope of the proposed audit
         plan for the current year and the audit procedures to be utilized, and
         at the conclusion thereof review such audit, including any comments or
         recommendations of the independent auditors.

         The Committee will regularly review with the independent auditors any
         audit problems or difficulties the auditors encountered in the course
         of the audit work, including any restrictions on the scope of the
         independent auditors activities or on access to requested information,
         and any significant disagreements with management, and management's
         response.

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         In that regard, no officer or director of the company, or any other
         person acting under the direction thereof, shall violate any law or
         regulation that prohibits fraudulently influencing, coercing,
         manipulating, or misleading any independent auditor engaged in the
         performance of an audit of the financial statements of the company for
         the purpose of rendering such financial statements materially
         misleading.

         In connection with the annual audit, the audit committee shall:

         o  Ascertain any disagreements among audit personnel or between audit
            personnel and company management.

         o Review corporate accounting policies and practices regarding:

            o  Revenue recognition;

            o  Reserving;

            o  Asset capitalization; and

            o Extraordinary charges or write-offs.

         o  Affirm that accounting policies are consistent with industry
            practices, that correct requirements are reflected in accounting
            policies and the accounting policies are consistent with a fair
            presentation of the financial statement in conformity with generally
            accepted accounting principles.

         4.5 Hiring Policies
         -------------------
         The Committee will set clear hiring policies for employees or former
         employees of the independent auditors.

         4.6 The Internal Audit Function
         -------------------------------
         The company will maintain an internal audit function. The Committee
         will review the internal audit function of the company, including the
         independence and authority of its reporting obligations, the proposed
         audit plans for the coming year, and the coordination of such plans
         with the independent auditors. The Committee will receive as necessary
         notification of material adverse findings from internal audits and a
         progress report on the proposed internal audit plan, as appropriate,
         with explanations for changes from the original plan.

         4.7 Earnings Releases
         ---------------------
         The Committee will discuss earnings press releases and financial
         information and earnings guidance provided to analysts and rating
         agencies, though this may be done generally (i.e., discussion of the
         types of information to be disclosed and the type of presentation to be
         made) and the Committee need not discuss in advance each earnings
         release or each instance in which the company may provide earnings
         guidance.

         4.8 Review of Financial Statements
         ----------------------------------
         The Committee will discuss with management and the independent auditors
         the annual audited financial statements and the quarterly financial
         statements,

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         including a discussion of all matters relevant thereto that are
         required to be discussed under any applicable law or regulation or that
         the Committee otherwise considers it desirable to discuss. In addition
         the independent auditors must timely report to the Committee on all
         matters that are required to be reported under any applicable law or
         regulation or that the independent auditors otherwise consider it
         desirable to report.

         Each report that contains financial statements (including annual and
         quarterly reports), and that is required to be prepared in accordance
         with (or reconciled to) generally accepted accounting principles and
         filed with the SEC, shall reflect or disclose all information required
         to be reflected or disclosed under any applicable law or regulation,
         and in a manner in accordance with such law or regulation.

         4.9 Separate Meetings
         ---------------------
         Periodically, the Committee shall meet separately with management, with
         the internal auditor, and with the independent auditors. Among the
         items to be discussed in these meetings are the independent auditors
         evaluation of the company's financial, accounting, and auditing
         personnel, and the cooperation that the independent auditors receive
         during the course of the audit.

         4.10 Quarterly Review
         ---------------------
         Prior to the filing of the Form 10-Q and prior to the public
         announcement of the company's quarterly results, the auditor will
         discuss with the audit committee, or at least its chairman, and a
         representative of financial management, in person, or by telephone
         conference call, the matters regarding the Review, including
         significant adjustments, significant new accounting policies, and
         disagreements with management.

         The audit committee will take steps to assure that prior to filing
         interim financial statements included in quarterly reports on Form
         10-Q, that the interim financial statements have been reviewed by an
         independent public accountant using professional standards and
         procedures for conducting such reviews, as established by generally
         accepted auditing standards, as may be modified or supplemented by the
         Commission. If, in any filing, the company states that interim
         financial statements have been reviewed by an independent public
         accountant, a report of the accountant on the review must be filed with
         the interim financial statements. Interim financial statements shall
         include a balance sheet as of the end of the issuer's most recent
         fiscal quarter and income statements and statements of cash flows for
         the interim period up to the date of such balance sheet and the
         comparable period of the preceding fiscal year.

         4.11 Proxy Report
         -----------------
         The audit committee shall prepare a report in connection with the
         company's annual proxy statement providing all of the information
         required by Item 306 of Regulation S-K (17 CFR 229.306), specifically,
         stating that;

                  (a) The audit committee has reviewed and discussed the audited
                  financial statements with management;

                  (b) The audit committee has discussed with the independent
                  auditors the matters required to be discussed by SAS 61, as
                  may be modified or supplemented;

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                  (c) The audit committee has received the written disclosures
                  and the letter from the independent accountants required by
                  Independence Standards Board Standard No. 1 (Independence
                  Standards Board Standard No. 1, Independence Discussions with
                  Audit Committees), as may be modified or supplemented, and has
                  discussed with the independent accountant the independent
                  accountant's independence; and

                  (d) Based on the review and discussions referred to in
                  paragraphs(a) through (c) of this Item, the audit committee
                  recommended to the Board of Directors that the audited
                  financial statements be included in the company's Annual
                  Report on Form 10-K.

         In connection with the audit committee's statement in the annual proxy
         statement, the following information shall also be supplied:

                  (a) The name of each member of the company's audit committee
                  must appear below the disclosure required by this Item.

                  (b) a copy of the written charter, as an appendix to the proxy
                  statement, unless a copy has been included as an appendix to
                  the proxy statement within the registrant's past three fiscal
                  years.

         In addition to the foregoing, the annual proxy statement shall disclose
         whether or not the members of the audit committee are independent, and
         if any member of the committee is not independent (pursuant to Section
         II, above) the reason for the Board's determination to include such
         non-independent audit committee member.

         4.12 Succession Planning
         ------------------------
         The Committee will review accounting and financial staffing and
         succession planning within the company as necessary.

         4.13 Reporting to the Board
         ---------------------------
         The Committee will review the matters discussed at each Committee
         meeting with the Board of Directors. The Committee should review with
         the full board any issues that arise with respect to the quality or
         integrity of the company's financial statements, the company's
         compliance with legal or regulatory requirements, the performance and
         independence of the company's independent auditors, or the performance
         of the internal audit function.

         4.14 Investigations
         -------------------
         The Committee will investigate any matter brought to its attention
         within the scope of its duties to the extent and in such manner as it
         considers appropriate (including confidential, anonymous submissions by
         employees of concerns regarding questionable accounting or auditing
         matters). The Committee will discuss with management and the
         independent auditors any correspondence with regulators or governmental
         agencies and any employee complaints or published reports that raise
         material issues regarding the company's financial statements or
         accounting policies. The company will follow all provisions of law or
         regulation that prohibit discipline of or discrimination against
         employees who

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         report what they reasonably believe to be violations of any law, rule
         or regulation applicable to the company.

         4.15 Ethics Policy Compliance
         -----------------------------
         The Committee will review compliance with the company's Ethics Policy
         annually. To the extent required by applicable laws or regulations:

         o  the Ethics Policy will continue to be applicable to senior financial
            officers of the company, including its principal financial officer,
            and its controller or principal accounting officer, and to persons
            performing similar functions;

         o  the company immediately shall disclose, by means of the filing of an
            applicable SEC reporting form, dissemination by the Internet or by
            other electronic means, any waiver of or change in the Ethics Policy
            for such senior financial officers;

         o  the company's Ethics Policy shall continue to include such standards
            as are reasonably necessary to promote: (1) honest and ethical
            conduct, including the ethical handling of actual or apparent
            conflicts of interest between personal and professional
            relationships; (2) full, fair, accurate, timely, and understandable
            disclosure in the periodic reports required to be filed by the
            company; and (3) compliance with applicable governmental laws and
            regulations.

         4.16 Legal Compliance
         ---------------------
         The Committee will review compliance with the company's legal
         compliance policy annually. The Committee will discuss with the
         company's Legal Counsel legal matters that may have a material impact
         on the company' financial statements or compliance policies.

         4.17 Review of the Committee Charter
         ------------------------------------
         The Committee will review the Audit Committee charter annually and
         include it in the company's proxy statement as required by applicable
         law or regulation.

         4.18 Outside Advisors
         ---------------------
         The Committee may obtain advice and assistance from outside legal,
         accounting or other advisors as it deems appropriate. It may retain
         these advisors without seeking board approval. The company will provide
         appropriate funding, as determined by the Committee, for payment of the
         compensation of the independent auditors and to any advisors engaged by
         the Committee.

5.0 INTERNAL AUDITORS

         5.1. Audit Staff Qualifications.
         --------------------------------
         The audit committee shall:

         o  Review background of internal auditing directors and groups and
            confer with outside auditor regarding competence of internal audit
            staff.

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         o  Ascertain internal audit staff's participation in programs of the
            Institute of Internal Auditors or other professional societies.

         5.2 Audit Function
         ------------------
         The audit committee shall also:

         o Review internal audit charter or plan.

         o Review internal audit reporting responsibilities.

         5.3 Internal Audit Review
         -------------------------

         o  Review internal audit staff work to ensure proper planning,
            supervision and review.

         o  Review reports regarding compliance audits, operational audits,
            financial audits.

         o  Review reports on internal accounting and administrative controls,
            to determine objectivity of recommendations.

         o Ascertain implementation of prior years' audit recommendations.

         o Ascertain any management disagreements with internal auditors.

         o  Review audit staff relationship and interaction with other
            departments and outside auditors.

6.0 REPORTING

         The Committee will prepare and, through its Chair, submit periodic
         reports of the Committee's work and findings to the Board of Directors.
         Said report will contain recommendations for Board actions when
         appropriate. Specifically, mention should be made of:

         o  the audit committee's function and responsibilities;

         o  a chronological review of committee's activities, particularly
            auditing and accounting cycle activities;

         o  a summary of the committee's recommendations, particularly with
            respect to the selection of the auditing firm and the review of the
            auditor's report.

         o  attach critical audit reports and management letters.

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7.0 ANNUAL PERFORMANCE REVIEW

         The Committee shall develop and conduct, at least annually, an
         assessment of the Committee's performance on a continuing basis,
         individually and collectively.

________________________________________________________________________________


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


Confirmed by Audit Committee Members


         Eric La Cara                    /s/ Eric La Cara
         (Chairman Audit Committee)      --------------------------


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


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


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                                   SCHEDULE A

                       GUIDELINES ON INDEPENDENT DIRECTORS
                       -----------------------------------


INDEPENDENCE: "Independent director" means a person other than an officer or
employee of the company or its subsidiaries or any other individual having a
relationship which, in the opinion of the company's board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. The following persons shall not be considered
independent:

         (a) a director who is employed by the corporation or any of its
         affiliates for the current year or any of the past three years;

         (b) a director who accepts any compensation from the corporation or any
         of its affiliates in excess of $60,000 during the previous fiscal year,
         other than compensation for board service, benefits under a
         tax-qualified retirement plan, or non-discretionary compensation;

         (c) a director who is a member of the immediate family of an individual
         who is, or has been in any of the past three years, employed by the
         corporation or any of its affiliates as an executive officer. Immediate
         family includes a person's spouse, parents, children, siblings,
         mother-in-law, father-in-law, brother-in-law, sister-in-law,
         son-in-law, daughter-in-law, and anyone who resides in such person's
         home;

         (d) a director who is a partner in, or a controlling stockholder or an
         executive officer of, any for-profit business organization to which the
         corporation made, or from which the corporation received, payments
         (other than those arising solely from investments in the corporation's
         securities) that exceed 5% of the corporation's or business
         organization's consolidated gross revenues for that year, or $200,000,
         whichever is more, in any of the past three years;

         (e) a director who is employed as an executive of another entity where
         any of the company's executives serve on that entity's compensation
         committee.

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                                   SCHEDULE B

                        GUIDELINES ON FINANCIAL LITERACY
                        --------------------------------


The audit committee shall be comprised of a minimum of three directors, each of
whom is financially literate or becomes financially literate within a reasonable
period of time after his or her appointment to the audit committee, and at least
one member of the audit committee shall have accounting or related financial
management experience, requisite professional certification in accounting, or
any other comparable experience or background which results in the individual's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.

Notwithstanding the above, the members of the Committee shall have financial
literacy, as signified by the ability to read and understand financial
statements, including a company's balance sheet, income statement, and cash flow
statement.

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