Exhibit 10.49

                             JOINT VENTURE AGREEMENT

       IA GLOBAL ACQUISITION COMPANY AND INNOVATIVE COMPUTING GROUP, INC.

                                DECEMBER 14, 2004


         The parties to this agreement are IA Global Acquisition Company (IGA)
and Innovative Computing Group, Inc. (Lafe).

         Both parties acknowledge that each owns valuable intellectual property
rights and products related to data compression and the movement of data. IGA
owns rights acquired from QuikCAT.com, Inc. in an auction pursuant to the United
States Bankruptcy Court for the Northern District of Ohio, Case No. 03-12179-H,
while Lafe owns rights in other intellectual property related to data
compression and movement as outlined in those court documents, all of which are
the subject of this agreement.

         Further, both parties acknowledge that from time to time business
opportunities may arise that require some of both parties' technology, and that
the high costs involved in establishing a clear distinction between the
intellectual properties owned by the respective parties in a particular
implementation might preclude productive commercial development of the product
or products based upon that implementation.

         Both parties acknowledge that they have an interest in forming a new
company to own and exploit these intellectual property rights, but have not yet
entered into definitive agreements to that end.

         In order to capitalize on business opportunities without consummating a
formal business combination, the parties agree to the following procedures and
revenue sharing arrangement:

      a. Both parties will continue to identify and pursue business
         opportunities related to the intellectual property each owns as part of
         its ongoing business. Each party will act in good faith to bring to the
         attention of the other party business opportunities that require the
         use of both parties' intellectual property as soon as possible. It is
         understood that neither party is obligated to bring any particular
         business opportunity to the attention of the other party and that each
         party is free to pursue business opportunities that do not require the
         use of both parties' intellectual property without first informing the
         other party.

      b. IGA will fund the operations of Lafe based on an approved budget to
         allow for development of products and related revenues.

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      c. Any product sales or licensing opportunities will be discussed between
         the parties to ensure no conflicts are created. The parties will work
         together in good faith to maximize the revenue opportunities, neither
         hindering the other's activities.

      d. Upon the sale of products or the generation of licensing revenues, the
         first revenues will be used to repay the IGA funding provided for the
         project. Any further net revenues generated will be split equally
         between the parties.

      e. The parties intend to execute a more comprehensive agreement or series
         of agreements concerning the subject matter of this agreement and other
         matters, but this agreement shall be binding upon the parties until it
         is specifically superceded by a subsequent agreement between the
         parties.

      f. Each party will provide an accounting of revenues and expenses within
         21 days of month end and make payment of the other parties' share of
         profits.

         Nothing in this joint venture agreement transfers any of either
parties' intellectual property rights to the other party by license or
otherwise, does not bind either party to a formal business combination, nor does
it create any other contractual relationship.

         The parties agree to act in good faith in all matters related to this
joint venture.

         The effective date of this agreement is December 14, 2004

         The signing parties below acknowledge that they have the authority to
enter into this agreement and that no further approvals are necessary.

Accepted and Agreed:

Innovative Computing Group, Inc.            IA Global Acquisition Company


By: /s/ Olurinde Lafe                       By: /s/ Alan Margerison
    -----------------                           -------------------
Olurinde E. Lafe                            Alan Margerison
Its President                               Its President

12/14/04                                    12/14/04
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Date                                        Date

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