Exhibit 10.5
11 November 2004
                            QuikCAT Australia Pty Ltd
                              (ABN 82 106 946 043)
                                                                3/56Mount Street
                                                              WEST PERTH WA 6005
                                                                M: 0411 77 55 73
                                                           E: mbj@quikcat.au.com
PRIVATE & CONFIDENTIAL
Alan Margerison
Chief Executive Officer
IA Global, Inc.
533 Airport Blvd. Suite 400
Burlingame, CA 94010

Dear Alan:

NORTH AMERICA MARKETING AND DISTRIBUTION ARRANGEMENT

Based on our discussions and emails over the past fortnight, I set out here in
our agreement to allow QuikCAT Australia Pty Ltd ("QCA") to market and
distribute its Fastband Internet & Email Accelerator ("Fastband"),
notwithstanding the "Restraint" in clause 2.2 of the Internet Accelerator
Assignment Agreement dated 15 September 2004.

QCA is entitled to market Fastband at its own expense in the North American
market as of the date of this letter, as an officially appointed sales
distributor by IA Global Acquisition Co ("IGA") under the following terms:

     1.   Existing customers - current revenue levels: IGA receives 100% of
          revenue and pays any third party commissions (capped at 15%). i.e. IGA
          receives minimum 85% of revenue.

          Note: Commission would only be payable on conversion to Fastband where
          the contract reasonably demonstrates that revenue will lift above
          existing revenue levels.

     2.   Existing customers - additional revenue: Once the revenues for gross
          total fees/customer (ie each customer is a separate case) exceed what
          they paid for their September 2004 licenses, QCA receives 50% of that
          excess amount. IGA receive 50% of excess. IGA and QCA pay third party
          commissions (capped at 15%) in proportion to their revenue take.

          Note: IGA maintains the US operation and supports these customers. QCA
          must pay for any additional support cost that are incurred and which
          the current IGA resources are unable to handle. For the purposes of
          this agreement, "existing customers" are defined by those billed in
          the September 2004 by IGA.

     3.   New customers: New customers sign Fastband license agreements directly
          with QCA and all customer liability stays with QCA. Revenue: IGA
          receives 25%, QCA receives 75%. IGA and QCA pay third party
          commissions (capped at 15%) in proportion to their revenue take. QCA
          pays all support costs.

                                        1
<PAGE>

     4.   There is no change in the status of the option fee of $213,000 related
          to the North America iNet operations. However this arrangement stands
          if the option is not exercised then this agreement ends 31 December
          31, 2005. If the option is exercised then QCA ceases to pay IGA any
          fees under this agreement.

 Yours sincerely

 /s/ Mark Jenkins

 Mark Jenkins
 Director

 Accepted for and on behalf of IA Global Acquisition Co

 /s/ Alan Margerison
 -------------------------
 By Alan Margerison
 Director


 Accepted for and on behalf of IA Global Inc

 /s/ Alan Margerison
 -------------------------
 By Alan Margerison
 Director

                                        2