Common use of REPRESENTATIONS BY SUBSCRIBER Clause in Contracts

REPRESENTATIONS BY SUBSCRIBER. 2.1 The Subscriber recognizes that the purchase of Common Stock entails elements of risk in that (i) it may not be able to readily liquidate its investment; (ii) transferability is restricted; and (iii) in the event of a disposition, it could sustain the loss of its entire investment. 2.2 The Subscriber acknowledges that it has prior investment experience such that it is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospects. 2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Subscriber represents that the Common Stock are being purchased for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. The Subscriber understands that the Common Stock, upon their transfer, will not be registered under the Act and may be required to be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available. 2.4 The Subscriber represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act. 2.5 The Subscriber acknowledges that the certificate representing the Common Stock shall bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.” 2.6 The Subscriber represents that it has the full right, power and authority to enter into and perform the Subscriber’s obligations hereunder, and this Agreement constitutes a valid and binding obligation of the Subscriber enforceable in accordance with its terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be brought. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until the Effective Date. 2.8 The Subscriber understands that if the Additional Warrant is issued, the Company agrees to file an application with AMEX for approval the shares of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and the Company agrees to register with the SEC the Warrant Shares in accordance with Section V below.

REPRESENTATIONS BY SUBSCRIBER. The Subscriber understands and agrees that the Company is relying and may rely upon the following representations and warranties made by the Subscriber in entering into this Agreement: 2.1 The Subscriber recognizes that the purchase acquisition of Common Stock entails elements the Shares involves a high degree of risk and is suitable only for a subscriber of adequate financial means that has no need for liquidity in this investment in that (i) it may not be able to readily liquidate its investmentinvestment in the event of emergency; (ii) transferability is restrictedextremely limited; and (iii) in the event of a disposition, it could sustain the a complete loss of its entire investment. 2.2 The Subscriber acknowledges represents and warrants that it has prior the Shares are being acquired for its own account, for investment experience such that it is able purposes and not with a view to evaluate any distribution within the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospects. 2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason meaning of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “"Securities Act”) pursuant to Section 4(2) thereof; (ii) the issuance "). The Subscriber will not sell, assign, mortgage, pledge, hypothecate, transfer or otherwise dispose of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there fromunless (a) a registration statement under the Securities Act with respect thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (b) the Company has received a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, mortgage, pledge, hypothecation, transfer or disposition does not require registration under the Securities Act. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares by the Subscriber out of its name only when its request for transfer is accompanied by an opinion of counsel satisfactory to the Company that the proposed transfer does not result in a violation of the Securities Act. The Subscriber agrees to be bound by any requirements of the Securities Act. The Subscriber agrees to hold the Company and its controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any sale or distribution by the Subscriber in violation of any securities laws or any misrepresentation herein. 2.3 The Subscriber represents and warrants further that (a) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Shares; (b) it is able to bear the economic risks of an investment in the Shares, including, without limitation, the risk of the loss of part or all of its investment and the inability to sell or transfer the Shares for an indefinite period of time; (c) it has adequate financial means of providing for current needs and contingencies and has no need for liquidity in its investment in the Shares; and (iiid) it does not have an overall commitment to investments which are not readily marketable that is excessive in proportion to its net worth and an investment in the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Subscriber represents that the Common Stock are being purchased for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. The Subscriber understands that the Common Stock, upon their transfer, Shares will not be registered under the Act and may be required cause such overall commitment to be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is availablebecome excessive. 2.4 The Subscriber represents that has reviewed the Company's Annual Report on Form 10-KSB for the fiscal year ended October 31, 2000 (the "2000 Form 10-KSB"), Quarterly Report on Form 10-QSB for the fiscal period ended January 31, 2001, any and all other filings made by the Company with the Securities and Exchange Commission (the "SEC") since the filing of the 2000 Form 10-KSB, and has been afforded the opportunity to obtain such information regarding the Company as it is an “accredited investor” as that term is defined has reasonably requested to evaluate the merits and risks of its investment in Rule 501 of Regulation D promulgated under the ActShares. No oral or written representations have been made or oral information furnished to the Subscriber or its advisers in connection with the investment in the Shares. 2.5 The Subscriber acknowledges represents and warrants that the Shares are being acquired, and will be held, pursuant to Regulation S ("Regulation S") promulgated under the Securities Act. The certificate representing the Common Stock shall bear Shares is not to be delivered within the United States. The Subscriber is neither a legend "U.S. person" (as such term is defined in substantially Regulation S) nor is acquiring the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNTShares for the account or benefit of a "U.S. person". The Subscriber acknowledges that Rule 902(o) of Regulation S defines a "U.S. person" generally as (a) a natural person resident in the United States; (b) a partnership or corporation organized or incorporated under the laws of the United States; (c) an estate of which any executor or administrator is a U.S. person; (d) a trust of which any trustee is a U.S. person; (e) an agency or branch of a foreign entity located in the United States; (f) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (g) a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED incorporated or (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT if an individual) resident in the United States; and (h) a partnership or corporation if (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, organized or incorporated under the laws of any foreign jurisdiction; and (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSformed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, OR unless it is organized or incorporated, and owned, by accredited investors (IIIas defined in Rule 501(a) UPON THE DELIVERY TO IA GLOBALof Regulation D under the Securities Act) who are not natural persons, INCestates or trusts. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDThe Subscriber agrees that the Shares may not be offered or sold in the United States or to "U.S. persons" unless registered under the Securities Act or an exemption therefrom is available and that hedging transactions involving the Company's securities may not be conducted unless in compliance with the Securities Act.” 2.6 The Subscriber represents acknowledges that it has counsel to the full right, power and authority to enter into and perform the Subscriber’s obligations hereunderCompany will be relying, and this Agreement constitutes a valid and binding obligation may rely, upon the foregoing in connection with any opinion of counsel given with regard to the issuance of the Subscriber enforceable in accordance with its terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Shares to the discretion Subscriber and any subsequent transfer of the court before which Shares by the Subscriber and agrees to advise the Company and its counsel in writing in the event of any proceedings therefore may be broughtchange in any of the foregoing. 2.7 The Subscriber address set forth below is the Subscriber's true and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until the Effective Datecorrect mailing address. 2.8 The Subscriber understands that if the Additional Warrant is issued, the Company agrees to file an application with AMEX for approval the shares of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and the Company agrees to register with the SEC the Warrant Shares in accordance with Section V below.

REPRESENTATIONS BY SUBSCRIBER. In addition to the representations and warranties set forth in Article V and elsewhere in this Agreement, the Subscriber, represents, warrants and acknowledges to the Company that: 2.1 The Subscriber recognizes that that: (i) the purchase of Common Stock entails elements the Special Warrants involves a high degree of risk risk, is speculative and only investors who can afford the loss of their entire investment should consider investing in that the Company and/or the Special Warrants; (iii) it the subscriber may not be able to readily liquidate its investment; (iiiii) transferability of the Shares is restrictedextremely limited; and and, (iiiiv) in the event of a dispositiondisposition of the Special Warrants, it could the Subscriber would sustain the loss of its entire investment. 2.2 The Subscriber acknowledges represents that it has prior investment experience such that it the Subscriber is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007"accredited investor", as filed with indicated by the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect Subscriber's responses to the Company’s affairs and prospects.questions contained in Article V. 2.3 The Subscriber hereby acknowledges that it has been furnished with, (i) the Common Stock Confidential Memorandum Supplement containing additional information relating to the Company, including risk factors (the "Confidential Memorandum"). This Agreement and the Confidential Memorandum are collectively referred to herein as the "Offering Documents." The Subscriber has carefully reviewed the Offering Documents and is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement. The Subscriber specifically acknowledges and is familiar with the Risk Factors set forth in the Confidential Memorandum. 2.4 The Subscriber further represents and warrants that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber, as well as its investment advisor, attorney and/or accountant, has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering, and has received any additional information which the Subscriber has requested concerning the terms and conditions of the Offering and the Company. 2.5 The Subscriber has relied solely upon the Offering Documents provided by the Company in making the Subscriber's decision to invest in the Special Warrants and has not been approved by relied upon any other representation or other information (whether oral or written) from the American Stock Exchange (“AMEX”) Company, or reviewed by the SEC by reason any agent, employee or affiliate of the Company’s intention that Company or any other third party other than as set forth in the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933Offering, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale results of Subscriber's own independent investigation. The Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Shares contemplated hereby are exempt there from; and (iii) offering from any party other than the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. Company. 2.6 The Subscriber represents that no Special Warrants were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Common Stock are being purchased Subscriber did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.7 The Subscriber understands that the Special Warrants have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Special Warrants for its the Subscriber's own account, account for investment purposes only and not with a view totoward the resale or distribution to others and has no contract, undertaking, agreement or for resale other arrangement, in connection withexistence or contemplated, to sell, pledge, assign or otherwise transfer the Special Warrants to any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. other Person. 2.8 The Subscriber understands consents to the placement of a legend on any certificate or other document evidencing the Special Warrants, Shares and Warrants substantially as set forth below, that the Common Stocksuch Special Warrants, upon their transfer, will Shares and Warrants have not be been registered under the Act or any state securities or "blue sky" laws and may be required setting forth or referring to be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available. 2.4 restrictions on transferability and sale thereof contained in this Agreement. The Subscriber represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act. 2.5 The Subscriber acknowledges aware that the certificate representing Company will make a notation in its appropriate records with respect to the Common Stock shall bear a legend in substantially restrictions on the following form: “transferability of the Shares. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, LAWS PURSUANT TO REGISTRATION OR (III) UPON EXEMPTION THEREFROM. THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL OR OTHER EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ ANY PROPOSED TRANSFER OR RESALE 1S IN COMPLIANCE IS NOT REQUIREDWITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” 2.6 2.9 The Subscriber represents agrees to supply the Company, within five (5) days after the Subscriber receives the request therefore from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable. 2.10 The Subscriber understands, acknowledges and agrees with the Company that it has the full rightOffering is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Act and the provisions of Regulation D thereunder, power which is in part dependent upon the truth, completeness and authority accuracy of the statements made by the Subscriber and Subscriber will hold the Company harmless from all liability, damages, costs and expenses resulting from any breach thereof. 2.11 The Subscriber acknowledges that the information contained in the Offering Documents or otherwise made available to enter into the Subscriber is confidential and perform non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither be used by the Subscriber for the Subscriber’s obligations hereunder's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason, notwithstanding that the Subscriber's Subscription may not be accepted by the Company. 2.12 The Company is under no obligation to, and this Agreement constitutes a valid and binding obligation of the Subscriber enforceable in accordance with its terms, except that (i) any enforcement may there can be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be brought. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until the Effective Date. 2.8 The Subscriber understands that if the Additional Warrant is issuedno assurance that, the Company agrees to file an application with AMEX will receive or accept subscriptions for approval the shares aggregate number of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and Special Warrants that may be sold by the Company agrees pursuant to register with the SEC the Warrant Shares in accordance with Section V belowOffering.

REPRESENTATIONS BY SUBSCRIBER. In addition to the representations and warranties set forth in Article VI hereof and elsewhere in this Agreement, the Subscriber, represents, warrants and acknowledges to the Company that: 2.1 The Subscriber recognizes that (i) the purchase of Common Stock entails elements the Securities involves a high degree of risk and is speculative, and only investors who can afford the loss of their entire investment should consider investing in that the Company and the Securities; (iii) it the Subscriber may not be able to readily liquidate its investment; (iiiii) the transferability of the Securities is restrictedextremely limited; and and, (iiiiv) in the event of a dispositiondisposition of the Securities, it the Subscriber could sustain the loss of its entire investment. 2.2 The Subscriber acknowledges represents that it has prior investment experience such that it the Subscriber is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007“accredited investor”, as filed with indicated by the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect Subscriber’s responses to the Company’s affairs and prospectsquestions contained in Article VI. 2.3 The Subscriber hereby acknowledges that (i) it has been furnished with, or has had an opportunity to acquire and carefully review, the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason Offering Documents” consisting of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended Disclosure Document (the “ActDisclosure Document’’) which incorporates the “SEC Reports” of the Company as defined therein, this Subscription Agreement (“Subscription Agreement”) pursuant and the, Security Agreement, Collateral Agent Agreement, Note and Warrant and such other documents referred to Section 4(2) thereof; (ii) in the issuance Subscription Agreements and Disclosure Document all in the form approved by the parties. The Subscriber further represents and warrants that Subscriber is familiar with and understands the terms of the Common Stock has not been qualified Offering, including the rights to which the Subscriber is entitled under any state securities laws on this Agreement as well as the grounds substantial risks relating to the investment hereby. 2.4 The Subscriber further represents that the Common Stock Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber, his, her or its investment advisor, attorney and/or accountant has requested or desired to know and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the sale terms and conditions of the Shares contemplated hereby are exempt there from; and (iii) Offering. 2.5 The Subscriber has relied primarily on his, her or its own investigation of the foregoing exemptions are predicated on Company in making the Subscriber’s decision to invest in the Securities and has not relied upon any other representations or other information (whether oral or written) from the Company, or any agent, employee or affiliate of the Company or any other third party other than as set forth hereinin the Offering Documents and the results of Subscriber’s own independent investigation. The Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company. 2.6 The Subscriber represents that no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Common Stock are being purchased for its own accountSubscriber did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.7 The Subscriber understands that the Securities have not been, and the Note Shares will not be, registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities, and will acquire the Note Shares, for the Subscriber’s own account for investment purposes only and not with a view totoward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities or the Note Shares to any other person. 2.8 The Subscriber agrees that the Subscriber will not transfer the Securities or the Note Shares unless such transfer is subject to an effective registration statement under the Act and regulations thereunder, or for resale in connection with, any distribution or public offering thereof, within pursuant to an exemption from the meaning registration requirements of the Act Act. Any such transfer may be subject the receipt of an opinion of counsel in a form and substance satisfactory to the Company to the effect that any proposed transfer or resale is in compliance with the act and any applicable state securities laws. The Subscriber understands consents to the placement of a legend on any certificate or other document evidencing the Securities and the Note Shares reflecting the foregoing restrictions. The Subscriber is aware that the Common StockCompany will make a notation in its appropriate records with respect to the aforesaid restrictions on the transferability of the Securities and the Note Shares. It is understood that, upon their transfercertificates evidencing the Securities may bear the following or any similar legend: 2.9 The Subscriber agrees to supply the Company, will not within five (5) days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable. 2.10 The Subscriber understands, acknowledges and agrees with the Company that the Offering is intended to be registered exempt from registration under the Act by virtue of Section 4(2) of the Act and may be required to be held indefinitely unless they are subsequently registered the provisions of Regulation D adopted under the Act, or an exemption which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber and Subscriber will hold the Company harmless from such registration is availableall liability, damages, costs and expenses resulting from any breach thereof. 2.4 The Subscriber represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act. 2.5 2.11 The Subscriber acknowledges that the certificate representing information contained in the Common Stock Offering Documents or otherwise made available to the Subscriber is confidential and non-public and agrees that all such information shall bear be kept in confidence by the Subscriber and will neither be used by the Subscriber for the Subscriber’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason, notwithstanding that the Subscriber’s Subscription may not be accepted by the Company. 2.12 The Company is under no obligation to, and there can be no assurance that, the Company will receive or accept subscriptions for the aggregate number of Securities being offered by the Company pursuant to the Offering. 2.13 If the Subscriber is an entity, such Subscriber is a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNTvalidly existing corporation, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933limited partnership or limited liability company and has all requisite corporate, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.” 2.6 The Subscriber represents that it has the full right, partnership or limited liability company power and authority to enter into invest in the Units pursuant to this Agreement. 2.14 The execution, delivery and perform performance by such Subscriber of the Subscriber’s obligations hereunder, Transaction Documents to which such Subscriber is a party have been duly authorized and this Agreement constitutes a will each constitute the valid and legally binding obligation of the such Subscriber, enforceable against such Subscriber enforceable in accordance with its their respective terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws from time of general applicability, relating to time in effect and or affecting the creditors’ rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be broughtgenerally. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until the Effective Date. 2.8 The Subscriber understands that if the Additional Warrant is issued, the Company agrees to file an application with AMEX for approval the shares of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and the Company agrees to register with the SEC the Warrant Shares in accordance with Section V below.

REPRESENTATIONS BY SUBSCRIBER. 2.1 The Subscriber recognizes that the purchase of Common Stock entails elements of risk in that (i) it may not be able to readily liquidate its investment; (ii) transferability is restricted; and (iii) in the event of a disposition, it could sustain the loss of its entire investment. 2.2 The Subscriber acknowledges that it has prior investment experience such that it is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospects. 2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Subscriber represents that and warrants to the Common Stock are being purchased Corporation as follows: a. He is acquiring the Units for its his own accountaccount as principal, for investment and not with a view to, to resale or for resale in connection with, any distribution or public offering thereof, within distribution. Immediately prior to purchasing the meaning of the Act or applicable state securities laws. The Subscriber understands that the Common Stock, upon their transfer, will not be registered under the Act and may be required to be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.Units: 2.4 The Subscriber represents that it i. he is an “accredited investor” as that term is defined in Rule 501 501(a) under the Securities Act of 1933, as amended (the “Securities Act”) or if a Canadian citizen under National Policy 45-106 or he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks involved in purchasing the Units; and ii. he is able to bear the economic risk of purchasing the Units (i.e., at the time of purchasing the Units he could afford a complete loss without having his standard of living materially affected thereby). b. He has been informed as to, and is familiar with, the business activities of the Corporation and its affiliates, and has had an opportunity and proceeded, or waived the opportunity, to (i) review the books and records of the Corporation and its affiliates and to ask questions of, and receive answers from, appropriate representatives of the Corporation and its affiliates concerning the Corporation and its affiliates and the terms and conditions of this Agreement, and (ii) obtain and review all additional information relating to the history and proposed business plan of the Corporation and its affiliates that he deems necessary. c. He fully understands that this offering has not been registered under the Securities Act in reliance upon exemptions therefrom, and, accordingly, to the extent that he is not supplied with the information which would have been contained in a registration statement filed under the Securities Act, he must rely on his own access to such information. d. He has had an opportunity to obtain and has obtained a general and complete understanding satisfactory to him of the Corporation, its affiliates and their services, potential assets, finances, and manner of doing business sufficient to permit him to evaluate (i) the Corporation and its prospects and (ii) the risks and merits of purchasing the Units. e. He (i) recognizes that purchasing the Units involves risk, (ii) has carefully considered whether purchasing the Units is appropriate for him, and (iii) has obtained such individual financial, tax and legal advice as he deems necessary or appropriate to fully understand the risks involved and to evaluate an investment in the Units. f. He recognizes that he must bear the economic risk involved in purchasing the Units for an indefinite period of time because, among other reasons, the Units or the underlying Shares or Warrant Shares have not been registered under the Securities Act and therefore cannot be sold, pledged, assigned or otherwise disposed of unless (i) they are subsequently registered under the Securities Act or (ii) an exemption from such registration is available and an opinion of counsel acceptable to the Corporation that the transfer is not in violation of any federal securities act or state securities law is provided to the Corporation. g. All information which he has provided to the Corporation, whether provided by him directly or indirectly, concerning himself, his financial position and his knowledge of financial and business matters is correct and complete as of the date of this Agreement. He will notify the Corporation immediately if, prior to the date of this Agreement, there is any material change in any information provided to the Corporation by him. h. He recognizes that no federal or state agency has passed upon the offering of the Units to him or to any other person or made any finding or determination regarding the fairness of such offering. i. He understands that neither the Corporation nor any associates or affiliates thereof are guaranteeing the success of or any return from the Corporation. j. He recognizes that there is no current market for the Units, the Shares or the Warrant Shares; that there can be no assurances that such a market will exist any time in the future and accordingly he may not be able to sell or dispose of any of the Units, the Shares or the Warrant Shares even if he had held them for a number of years; that his right to transfer the Shares or Warrant Shares will be restricted by federal and state securities laws and a legend to this effect will be placed on the certificates representing the Shares and Warrant Shares if they are issued prior to being registered; that such laws impose strict limitations upon such transfer; and although the Corporation is undertaking to file a registration statement as set out herein there is no guarantee that said registration statement will become effective and the Corporation, other than its undertaking, is under no obligation in connection with the subsequent transfer thereof by him or to aid him in obtaining an exemption from such registration. k. If the subscriber is not a U.S. person and the Shares or Warrant Shares are being offered outside the United States, the following representations and warranties of the Subscriber, among other things, pertain to U.S. securities laws and the sale or transfer in the United States of the Shares or Warrant Shares. The Subscriber represents and warrants to the Corporation as follows: The Subscriber understands that prior to the registration of the Shares or Warrant Shares in the U.S., such securities may not be offered or sold, directly or indirectly, in the United States to or, or for the account or benefit of, a “U.S. Person” (as defined in Rule 902 of Regulation D S promulgated under the Securities Act. 2.5 ), which definition includes, but is not limited to: (1) any natural person resident in the United States, (2) any partnership or corporation organized under the laws of the United States, (3) any estate or trust of which the executor or administrator or trustee, respectively, is a U.S. person, (4) any discretionary or non-discretionary account held by a dealer or fiduciary for the benefit or account of a U.S. person and any partnership or company organized or incorporated under the laws of a foreign jurisdiction by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act (a “U.S. Person”) until registered under the Securities Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available. The Subscriber acknowledges agrees not to engage in any hedging transaction involving of the Shares or Warrant Shares. The Subscriber understands that the certificate representing Corporation may implement procedures to ensure that the Common Stock shall bear Shares or Warrant Shares may not be delivered within the United States other than in offerings deemed to meet the definition of an “offshore transaction” pursuant to Rule 902(h) of Regulation S promulgated under the Securities Act or an exemption from registration under the Securities Act is available. If the Shares or Warrant Shares are certificated prior to registration and the shareholder is a non-U.S. person, a restrictive legend in substantially the following formform shall be placed on each such certificate evidencing any of the Shares and Warrant Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The shares represented by this Certificate have not been registered under the United States Securities Act of 1933, AS AMENDED as amended (THE the “ACTSecurities Act”) or under any applicable state securities laws (the “State Laws”). The shares have been acquired for investment purposes and may not be sold, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWStransferred, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.” 2.6 The Subscriber represents that it has pledged or otherwise disposed of except in compliance with the full right, power and authority to enter into and perform the Subscriber’s obligations hereunder, and this Agreement constitutes a valid and binding obligation registration requirements of the Subscriber enforceable Securities Act and applicable State Laws, or pursuant to applicable exemptions from such registration requirements which may include sale through a Designated Offshore Securities Market. Further, unless the shares represented by this Certificate have been registered under the Securities Act, the sale, transfer, pledge or other disposition of these shares in the United States is prohibited except in accordance with its terms, except that the provisions of Regulation S (iRule 901 through 905 and the Preliminary Notes) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting promulgated under the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Securities Act. Any transfer of the court before which any proceedings therefore may Shares or Warrant Shares on the books and records of the Corporation will only be broughtaffected in accordance with such legend. 2.7 The l. If the Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until the Effective Date. 2.8 The Subscriber understands that if the Additional Warrant is issueda non-U.S. citizen, the Company Subscriber undertakes and agrees to file an application with AMEX for approval that it will not offer or sell the shares of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and the Company agrees to register with the SEC the Shares or Warrant Shares in the United States unless such Shares or Warrant Shares are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that it will not resell the Securities in any jurisdiction, except in accordance with Section V belowthe provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules.

REPRESENTATIONS BY SUBSCRIBER. The Subscriber understands and agrees that the Company is relying and may rely upon the following representations and warranties made by the Subscriber in entering into this Agreement: 2.1 The Subscriber recognizes that the purchase acquisition of the Common Stock entails elements Shares and the Warrants involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) it he may not be able to readily liquidate its investmentinvestment in the event of emergency; (ii) transferability is restrictedextremely limited; and (iii) in the event of a disposition, it could sustain the a complete loss of its entire his investment. 2.2 The Subscriber acknowledges represents that it has prior investment experience such that it he (i) is able competent to evaluate understand and does understand the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it (ii) is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospectsof this investment. 2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Subscriber represents that the Common Stock are being purchased for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. The Subscriber understands that the Common Stock, upon their transfer, will not be registered under the Act and may be required to be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available. 2.4 The Subscriber represents that it he is an “"accredited investor” ," as that such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), as a result of application to him of the criteria set forth on Exhibit A attached hereto (please indicate on such Exhibit A by a checkmark the one or more criteria which apply). 2.4 The Subscriber acknowledges that he has significant prior investment experience, including investment in restricted securities, and that he has read all of the documents furnished or made available by the Company to him to evaluate the merits and risks of such an investment on his behalf. 2.5 The Subscriber acknowledges hereby represents that he has been furnished by the certificate representing Company with the Common Stock shall bear a legend Company's Annual Report on Form 10-KSB for the fiscal year ended October 31, 1999 and Quarterly Report on Form 10-QSB for the fiscal quarter ended January 31, 2000 and all other information regarding the Company which he had requested or desired to know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested; and that he has had the opportunity to consult with his own tax or financial advisor concerning an investment in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDCompany.” 2.6 The Subscriber hereby acknowledges that this offering of Common Shares and Warrants has not been reviewed by the Securities and Exchange Commission (the "SEC") because of the Company's representations that this is intended to be a non-public offering pursuant to Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated thereunder. The Subscriber represents that it has the full rightCommon Shares and Warrants are being acquired for his own account, power for investment and authority not for distribution or resale to enter into and perform the Subscriber’s obligations hereunderothers. The Subscriber agrees that he will not sell, and this Agreement constitutes a valid and binding obligation transfer or otherwise dispose of the Subscriber enforceable in accordance with its termsCommon Shares and/or Warrants, except that (i) or any enforcement may be subject to bankruptcyportion thereof, insolvency, reorganization, moratorium unless they are registered under the 1933 Act or similar laws unless an exemption from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be broughtsuch registration is available. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in consents that the Company may, if he desires, permit the transfer of the Common Stock from Shares and/or Warrants by the date Subscriber out of this Agreement until its name only when his request for transfer is accompanied by an opinion of counsel satisfactory to the Effective DateCompany that neither the sale nor the proposed transfer results in a violation of the 1933 Act or any applicable state "blue sky" laws (collectively, "Securities Laws"). The Subscriber agrees to be bound by any requirements of such Securities Laws. The Subscriber agrees to hold the Company and its controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any sale or distribution by the undersigned Subscriber in violation of any Securities Laws or any misrepresentation herein. 2.8 The Subscriber understands acknowledges and agrees that if the Additional Warrant is issued, the Company agrees is relying on the Subscriber's representations contained in this Agreement in determining whether to file an application accept this subscription. 2.9 The Subscriber consents to the placement of a legend on the certificates evidencing the Common Shares and Warrants stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. The Subscriber is aware that the Company will make a notation in its appropriate records with AMEX for approval respect to the shares of Common Stock issuable upon exercise restrictions on the transferability of the Additional Warrant Common Shares and Warrants. 2.10 The Subscriber represents that (“Warrant Shares”a) it has not been formed within the last six months, (b) it has not been formed to purchase the Common Shares and Warrants and (c) the Company agrees corporate officer signing below is authorized to register subscribe for the Common Shares and Warrants and sign on behalf of the Subscriber. 2.11 The address set forth below is the Subscribers's true and correct residence. 2.12 The information provided by the Subscriber herein in connection with this investment is accurate and complete as of the SEC date of the Warrant Shares in accordance with Section V belowexecution of this Subscription Agreement.

REPRESENTATIONS BY SUBSCRIBER. 2.1 In consideration of the Company’s issuance of the Securities, the Subscriber makes the following representations and warranties to the Company and to its principals, which warranties and representations shall survive the issuance of the Securities by the Company: (a) Prior to the time of purchase of any of The Securities, the Subscriber has carefully reviewed this Agreement, and the Company’s filings with the Securities and Exchange Commission (the foregoing materials, together with this Agreement and any documents which may have been made available upon request as reflected therein, collectively referred to as the “Public Information”). The Subscriber recognizes that has had the purchase opportunity to ask questions and receive any additional information from persons acting on behalf of Common Stock entails elements the Company to verify Subscriber’s understanding of risk in that (i) it may not be able to readily liquidate its investment; (ii) transferability is restricted; the terms thereof and (iii) in of the event of a disposition, it could sustain the loss of its entire investmentCompany’s business and status thereof. 2.2 (b) The Subscriber acknowledges that Subscriber has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Securities. (c) The Securities are being purchased for Subscriber’s own account for long-term investment and not with a view to immediately re-sell the Securities. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Securities. Subscriber or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Subscriber to utilize the information made available to it has prior investment experience such that it is able in connection with the purchase of the Securities to evaluate the merits and risks thereof and to make an informed investment decision. (d) The Subscriber hereby acknowledges that the issuance of the Securities has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the issuance of the Securities is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. Subscriber acknowledges that the Securities have not been registered under the Securities Act or qualified under the under the securities laws of any state or other jurisdiction or any other regulatory authority, or any other applicable blue sky laws, in reliance, in part, on Subscriber’s representations, warranties and agreements made herein. (e) The Subscriber represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Securities under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) The Subscriber represents that Subscriber meets the criteria for participation because: (i) Subscriber has a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Subscriber’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Subscriber is capable of evaluating the risk and merits of an investment in the CompanySecurities and of protecting its own interests. (g) The Subscriber represents that Subscriber is an “accredited Subscriber” within the meaning of Rule 501 of Regulation D under the Securities Act as indicated by the Subscriber’s responses to the questions contained in the Certificate of Accredited Subscriber Status attached hereto as Exhibit C, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it the Subscriber is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for of an investment in the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospectsSecurities. 2.3 The Subscriber hereby acknowledges that (ih) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Subscriber represents that the Common Stock are being purchased for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. The Subscriber understands that the Common StockSecurities are illiquid, upon their transfer, will not be and until registered under with the Act and may be required to be held indefinitely unless they are subsequently registered under the ActSEC, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Subscriber may not be able to sell or dispose of the Securities, or to utilize the Securities as collateral for a loan. Subscriber must not purchase the Securities unless Subscriber has liquid assets sufficient to assure Subscriber that such registration purchase will cause it no undue financial difficulties, and that Subscriber can still provide for current and possible personal contingencies, and that the commitment herein for the Securities, combined with other investments of Subscriber, is availablereasonable in relation to its net worth. 2.4 (i) The Subscriber understands that the right to transfer the Securities will be restricted unless the transfer is not in violation of the Securities Act, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of any of The Securities unless the transferee represents that it is such transferee meets the financial suitability standards required of an “accredited investor” as initial participant, and that term is defined the Company has the right, in Rule 501 of Regulation D promulgated under the Actits absolute discretion, to refuse to consent to such transfer. 2.5 (j) The Subscriber has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Securities, and has done so, to the extent Subscriber considers necessary. (k) The Subscriber acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s Officers, any other Subscribers, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Subscriber of an investment in the Company. Subscriber will look solely to and rely upon its own advisers with respect to the tax consequences of this investment. (l) The Subscriber acknowledges that some of the information provided by the Company in connection with the purchase of the Securities constitutes “material non-public information” within the meaning of Rule 10b-5 of the Exchange Act. Subscriber acknowledges and agrees that Subscriber is prohibited from any buying or selling of the Company’s securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Current Report on Form 8-K or in the Company’s Form 10-K or Form 10-Q) or ceases to be material, and in no event for at least thirty (30) days from the date hereof. Subscriber acknowledges that it is aware of the restrictions of applicable securities laws, including Regulation FD and Sections 9 and 10 of the Exchange Act and Rule 10b-5 under the Exchange Act, relating to the trading in securities of an issuer, including while in possession of material non public information regarding that issuer. (m) All information which the Subscriber has provided to the Company concerning the Subscriber, including but not limited to, its financial position and its knowledge of financial and business matters, is truthful, accurate, correct, and complete as of the date set forth herein. (n) Each certificate or instrument representing the Common Stock shall bear a legend in substantially securities issuable pursuant to this Agreement will be endorsed with the following formlegend: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDAND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.” 2.6 (o) The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity. (p) The Subscriber represents that it the Subscriber has the full right, power and authority (corporate, statutory and otherwise) to enter into execute and perform the Subscriber’s obligations hereunder, and deliver this Agreement and to purchase the Securities. This Agreement constitutes a the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber enforceable in accordance with its terms. (q) If the Subscriber is a corporation, except partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. (r) The Subscriber acknowledges that if he or she is a Registered Representative of a FINRA member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm. (is) The Subscriber acknowledges that at such time, if ever, as any enforcement may of the Securities is registered with the SEC, sales of such Securities will be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time state securities laws. (t) The Subscriber agrees not to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and issue any public statement with respect to the discretion of the court before which any proceedings therefore may be brought. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity Subscriber’s investment or proposed investment in the Common Stock from Company or the date terms of this Agreement until the Effective Date. 2.8 The Subscriber understands that if the Additional Warrant is issued, the Company agrees to file an application with AMEX for approval the shares of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) any agreement or covenant between them and the Company agrees to register with without the SEC the Warrant Shares in accordance with Section V belowCompany’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.

REPRESENTATIONS BY SUBSCRIBER. Each Subscriber understands and agrees that the Company is relying and may rely upon the following representations, warranties, and agreements made by such Subscriber in entering into this Agreement: 2.1 The Each Subscriber recognizes that the purchase of Common Stock entails elements the Securities involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment, in that (ia) it may not be able possible to readily liquidate its investmentthe investment in the event of emergency; (iib) transferability is restrictedextremely limited; and (iiic) in the event of a disposition, it could sustain the a complete loss of its entire investmentinvestment could occur. 2.2 The Each Subscriber acknowledges that it has prior investment experience such that it he or she (a) is able competent to evaluate understand and does understand the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this the investment; , and that it (b) is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for of the year ended December 31, 2007, investment. 2.3 Each Subscriber represents that he or she is an accredited investor as filed with defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission (“the "SEC”), and other documents as filed with ") under the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospects. 2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “"Act”) "). 2.4 Each Subscriber acknowledges that he or she has significant prior investment experience, including investment in nonlisted and nonregistered securities, and that he or she has read all of the documents furnished or made available by the Company to evaluate the merits and risks of the investment, recognizes the highly speculative nature of this investment, and is able to bear the economic risk hereby assumed. 2.5 The Subscriber represents that all information regarding the Company which was requested or desired has been furnished; that all other documents which could be reasonably provided have been made available for inspection and review; and that the Subscriber has been afforded the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Private Sale and any additional information which has been requested. 2.6 Each Subscriber hereby acknowledges that this Private Sale of Securities has not been registered with the SEC because it is intended to be a private sale pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Act. 2.7 Each Subscriber represents that the Common Stock Securities are being purchased for its his or her own account, for investment investment, and not with a view tofor distribution or resale to others. Each Subscriber agrees that he or she will not sell, transfer, or for resale in connection with, any distribution or public offering thereof, within the meaning otherwise dispose of the Act Securities or applicable state securities laws. The Subscriber understands that the Common Stock, upon their transfer, will not be any portion thereof unless they are registered under the Act and may be required to be held indefinitely or unless they are subsequently registered under the Act, or an exemption from such registration is available. 2.4 The 2.8 Each Subscriber represents may, with the Company's written consent, transfer the Securities if such request for transfer is accompanied by an opinion of counsel satisfactory to the Company that it is an “accredited investor” neither the sale nor the proposed transfer of the Securities results in a violation of the Act or any applicable state "blue sky" laws (collectively, the "Securities Laws"). Each Subscriber agrees to hold the Company, its officer and directors, and their respective heirs, representatives, successors, and assigns harmless and to indemnify them against all liabilities, costs, and expenses (including attorneys' fees) incurred by them as a result of any sale or distribution of the Securities by such Subscriber in violation of any Securities Laws or any misrepresentation herein. 2.9 Each Subscriber consents to the placement of a legend on the certificates evidencing the Shares and on the Warrant stating that term is defined in Rule 501 of Regulation D promulgated they have not been registered under the Act. 2.5 The Subscriber acknowledges that the certificate representing the Common Stock shall bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.” 2.6 The Subscriber represents that it has the full right, power Act and authority to enter into and perform the Subscriber’s obligations hereunder, and this Agreement constitutes a valid and binding obligation of the Subscriber enforceable in accordance with its terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium setting forth or similar laws from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and referring to the discretion of the court before which any proceedings therefore may be broughtrestrictions on transferability and sale thereof. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until the Effective Date. 2.8 The Subscriber understands that if the Additional Warrant is issued, the Company agrees to file an application with AMEX for approval the shares of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and the Company agrees to register with the SEC the Warrant Shares in accordance with Section V below.

REPRESENTATIONS BY SUBSCRIBER. 2.1 The Subscriber recognizes that represents and warrants to the purchase Corporation as follows: (a) He is making the loan and acquiring the Convertible Note for his own account as principal, for investment and not with a view to resale or distribution. Immediately prior to making the loan and receiving the Convertible Note and on conversion of Common Stock entails elements of risk in that the Convertible Note to Units: (i) it may not be able to readily liquidate its investment; (iihe is an "accredited investor" as that term is defined in Rule 501(a) transferability is restricted; and (iii) in under the event of a disposition, it could sustain the loss of its entire investment. 2.2 The Subscriber acknowledges that it has prior investment experience such that it is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospects. 2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “"Securities Act”") and he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks involved in making the loan and purchasing the Units; and (ii) he is able to bear the economic risk of making the loan and purchasing the Units upon conversion (i.e., at the time of making the loan under the Convertible Note he could afford a complete loss without having his standard of living materially affected thereby). (b) He has been informed as to, and is familiar with, the business activities of the Corporation, and has had an opportunity and proceeded, or waived the opportunity, to review the books and records of the Corporation and to ask questions of, and receive answers from, appropriate representatives of the Corporation concerning the Corporation and the terms and conditions of this Agreement, that he deems necessary. (c) He acknowledges receipt of the Corporation's draft Registration Statement dated March 12, 2004 and filed with the Securities and Exchange Commission (SEC) which is provided for informational purposes only and which is subject to change. He acknowledges that no offer or sale of securities is made pursuant to Section 4(2the draft Registration Statement and that the SEC has provided substantial comments to the Corporation on the current draft registration statement. He fully understands that this offering has not been registered under the Securities Act and is a private placement, in reliance upon exemptions under the Securities Act pursuant to Rule 506 of regulation D, accordingly, to the extent that he is not supplied with the information which would have been contained in an effective registration statement, filed under the Securities Act, he must rely on his own access to such information. (d) thereof; He has had an opportunity to obtain and has obtained a general and complete understanding satisfactory to him of the Corporation, its operations, finances, and manner of doing business sufficient to permit him to evaluate (i) the Corporation and its prospects and (ii) the issuance risks and merits of making the Common Stock loan pursuant to the Convertible Note. (e) He (i) recognizes that making the loan pursuant to the Convertible Note involves risk, (ii) has not been qualified under any state securities laws on carefully considered whether making the grounds that loan pursuant to the Common Stock and the sale of the Shares contemplated hereby are exempt there from; Convertible Note is appropriate for him, and (iii) has obtained such individual financial, tax and legal advice as he deems necessary or appropriate to fully understand the foregoing exemptions are predicated on risks involved and to evaluate a loan and investment in the Subscriber’s representations set forth herein. The Subscriber represents Corporation. (f) He recognizes that he must bear the Common Stock are being purchased economic risk involved in making the loan pursuant to the Convertible Note for its own accountan indefinite period of time because, for investment and not with a view toamong other reasons, or for resale in connection with, any distribution or public offering thereof, within the meaning common shares forming part of the Act or applicable state securities laws. The Subscriber understands that Units and the Common Stock, upon their transfer, will common shares issued in exercise of the Warrants and the Warrants themselves have not be been registered under the Securities Act and may therefore cannot be required to be held indefinitely sold, pledged, assigned or otherwise disposed of unless (i) they are subsequently registered under the Act, Securities Act or (ii) an exemption from such registration is availableavailable and an opinion of counsel acceptable to the Corporation that the transfer is not in violation of any federal securities act or state securities law is provided to the Corporation. The Corporation has no obligation to register the common shares or the Warrants purchased upon conversion of the Convertible Note. 2.4 The Subscriber represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under (g) All information which he has provided to the Act. 2.5 The Subscriber acknowledges that the certificate representing the Common Stock shall bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNTCorporation, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933whether provided by him directly or indirectly, AS AMENDED (THE “ACT”)concerning himself, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.” 2.6 The Subscriber represents that it has the full right, power and authority to enter into and perform the Subscriber’s obligations hereunderhis financial position, and this Agreement constitutes a valid his knowledge of financial and binding obligation business matters is correct and complete as of the Subscriber enforceable in accordance with its terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be brought. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until Agreement. He will notify the Effective DateCorporation immediately if, subsequent to the date of this Agreement, there is any material change in any information provided to the Corporation by him. 2.8 The Subscriber (h) He recognizes that no federal or state agency has passed upon the offering of the Convertible Notes or the Units to him or to any other person or made any finding or determination regarding the fairness of such offering. (i) He understands that if neither the Additional Warrant Corporation nor any associates or affiliates thereof are guaranteeing the success of or any return from the Corporation. (j) He recognizes that there is issued, no current market for the Company agrees Corporation's common stock; that there can be no assurances that such a market will exist any time in the future and accordingly he may not be able to file an application with AMEX for approval sell or dispose of any of the common shares received on the conversion of Common Stock issuable upon the Convertible Note or exercise of the Additional Warrant (“Warrant Shares”) Warrants even if he had held them for a number of years; that his right to transfer the common shares will be restricted by federal and state securities laws and a legend to this effect will be placed on the Company agrees certificates representing the common shares; that such laws impose strict limitations upon such transfer; and that the Corporation is under no obligation to register his common shares in connection with the SEC subsequent transfer thereof by him or to aid him in obtaining an exemption from such registration. (l) He will cooperate with the Warrant Shares Corporation in accordance connection with Section V belowany filing requirements under the Securities Act and will provide such information or documentation as may be required.

REPRESENTATIONS BY SUBSCRIBER. In addition to the representations and warranties set forth in Article VI hereof and elsewhere in this Agreement, the Subscriber, represents, warrants and acknowledges to the Company that: 2.1 The Subscriber recognizes that (i) the purchase of Common Stock entails elements the Securities involves a high degree of risk and is speculative, and only investors who can afford the loss of their entire investment should consider investing in that the Company and the Securities; (iii) it the Subscriber may not be able to readily liquidate its investment; (iiiii) the transferability of the Securities is restrictedextremely limited; and and, (iiiiv) in the event of a dispositiondisposition of the Securities, it the Subscriber could sustain the loss of its entire investment. 2.2 The Subscriber acknowledges represents that it has prior investment experience such that it the Subscriber is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007“accredited investor”, as filed with indicated by the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect Subscriber’s responses to the Company’s affairs and prospectsquestions contained in Article VI. 2.3 The Subscriber hereby acknowledges that (i) it has been furnished with, or has had an opportunity to acquire and carefully review, the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason Offering Documents” consisting of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended Private Placement Memorandum (the “Act”Disclosure Document’’) pursuant to Section 4(2) thereof; (ii) which incorporates the issuance “SEC Reports” of the Common Stock has not been qualified Company as defined therein, this Subscription Agreement (“Subscription Agreement”), the Warrant and such other documents referred to in the Subscription Agreement and Disclosure Document all in the form approved by the parties. The Subscriber further represents and warrants that Subscriber is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under any state securities laws on this Agreement as well as the grounds substantial risks relating to the investment hereby. 2.4 The Subscriber further represents that the Common Stock Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber, his, her or its investment advisor, attorney and/or accountant has requested or desired to know and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the sale terms and conditions of the Shares contemplated hereby are exempt there from; and (iii) Offering. 2.5 The Subscriber has relied primarily on his, her or its own investigation of the foregoing exemptions are predicated on Company in making the Subscriber’s decision to invest in the Securities and has not relied upon any other representations or other information (whether oral or written) from the Company, or any agent, employee or affiliate of the Company or any other third party other than as set forth hereinin the Offering Documents and the results of Subscriber’s own independent investigation. The Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company. 2.6 The Subscriber represents that no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Common Stock are being purchased for its own accountSubscriber did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.7 The Subscriber understands that the Securities have not been, and will not be, registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities, and will acquire the Underlying Securities, for the Subscriber’s own account for investment purposes only and not with a view totoward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities or the Underlying Securities to any other person. 2.8 The Subscriber agrees that the Subscriber will not transfer the Securities or the Underlying Securities unless such transfer is subject to an effective registration statement under the Act and regulations thereunder, or for resale in connection with, any distribution or public offering thereof, within pursuant to an exemption from the meaning registration requirements of the Act Act. Any such transfer may be subject the receipt of an opinion of counsel in a form and substance satisfactory to the Company to the effect that any proposed transfer or resale is in compliance with the act and any applicable state securities laws. The Subscriber understands consents to the placement of a legend on any certificate or other document evidencing the Securities and the Underlying Securities reflecting the foregoing restrictions. The Subscriber is aware that the Common StockCompany will make a notation in its appropriate records with respect to the aforesaid restrictions on the transferability of the Securities and the Underlying Securities. It is understood that, upon their transfercertificates evidencing the Securities may bear the following or any similar legend: 2.9 The Subscriber agrees to supply the Company, will not within five (5) days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable. 2.10 The Subscriber understands, acknowledges and agrees with the Company that the Offering is intended to be registered exempt from registration under the Act by virtue of Section 4(2) of the Act and may be required to be held indefinitely unless they are subsequently registered the provisions of Regulation D adopted under the Act, or an exemption which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber and Subscriber will hold the Company harmless from such registration is availableall liability, damages, costs and expenses resulting from any breach thereof. 2.4 The Subscriber represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act. 2.5 2.11 The Subscriber acknowledges that the certificate representing information contained in the Common Stock Offering Documents or otherwise made available to the Subscriber is confidential and non-public and agrees that all such information shall bear be kept in confidence by the Subscriber and will neither be used by the Subscriber for the Subscriber’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason, notwithstanding that the Subscriber’s Subscription may not be accepted by the Company. 2.12 The Company is under no obligation to, and there can be no assurance that, the Company will receive or accept subscriptions for the aggregate number of Securities being offered by the Company pursuant to the Offering. 2.13 If the Subscriber is an entity, such Subscriber is a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNTvalidly existing corporation, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933limited partnership or limited liability company and has all requisite corporate, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.” 2.6 The Subscriber represents that it has the full right, partnership or limited liability company power and authority to enter into invest in the Units pursuant to this Agreement. 2.14 The execution, delivery and perform performance by such Subscriber of the Subscriber’s obligations hereunder, Offering Documents to which such Subscriber is a party have been duly authorized and this Agreement constitutes a will each constitute the valid and legally binding obligation of the such Subscriber, enforceable against such Subscriber enforceable in accordance with its their respective terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws from time of general applicability, relating to time in effect and or affecting the creditors’ rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be broughtgenerally. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until the Effective Date. 2.8 The Subscriber understands that if the Additional Warrant is issued, the Company agrees to file an application with AMEX for approval the shares of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and the Company agrees to register with the SEC the Warrant Shares in accordance with Section V below.

REPRESENTATIONS BY SUBSCRIBER. The Subscriber understands and agrees that the Company is relying and may rely upon the following representations and warranties made by the Subscriber in entering into this Agreement: 2.1 The Subscriber recognizes that the purchase acquisition of the Common Stock entails elements Shares and the Warrants involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) it he may not be able to readily liquidate its investmenthis investment in the event of emergency; (ii) transferability is restrictedextremely limited; and (iii) in the event of a disposition, it he could sustain the a complete loss of its entire his investment. 2.2 The Subscriber acknowledges represents that it has prior investment experience such that it he (i) is able competent to evaluate understand and does understand the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it (ii) is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospectsof this investment. 2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Subscriber represents that the Common Stock are being purchased for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. The Subscriber understands that the Common Stock, upon their transfer, will not be registered under the Act and may be required to be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available. 2.4 The Subscriber represents that it he is an “"accredited investor” ," as that such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), as a result of application to him of the criteria set forth on Exhibit A attached hereto (please indicate on such Exhibit A by a checkmark the one or more criteria which apply). 2.4 The Subscriber acknowledges that he has significant prior investment experience, including investment in restricted securities, and that he has read all of the documents furnished or made available by the Company to him to evaluate the merits and risks of such an investment on his behalf. 2.5 The Subscriber acknowledges hereby represents that he has been furnished by the certificate representing Company with the Common Stock shall bear a legend Company's Annual Report on Form 10-KSB for the fiscal year ended October 31, 1999 and Quarterly Report on Form 10-QSB for the fiscal quarter ended January 31, 2000 and all other information regarding the Company which he had requested or desired to know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested; and that he has had the opportunity to consult with his own tax or financial advisor concerning an investment in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDCompany.” 2.6 The Subscriber hereby acknowledges that this offering of Common Shares and Warrants has not been reviewed by the Securities and Exchange Commission (the "SEC") because of the Company's representations that this is intended to be a non-public offering pursuant to Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated thereunder. The Subscriber represents that it has the full rightCommon Shares and Warrants are being acquired for his own account, power for investment and authority not for distribution or resale to enter into and perform the Subscriber’s obligations hereunderothers. The Subscriber agrees that he will not sell, and this Agreement constitutes a valid and binding obligation transfer or otherwise dispose of the Subscriber enforceable in accordance with its termsCommon Shares and/or Warrants, except that (i) or any enforcement may be subject to bankruptcyportion thereof, insolvency, reorganization, moratorium unless they are registered under the 1933 Act or similar laws unless an exemption from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be broughtsuch registration is available. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in consents that the Company may, if he desires, permit the transfer of the Common Stock from Shares and/or Warrants by the date Subscriber out of this Agreement until his name only when his request for transfer is accompanied by an opinion of counsel satisfactory to the Effective DateCompany that neither the sale nor the proposed transfer results in a violation of the 1933 Act or any applicable state "blue sky" laws (collectively, "Securities Laws"). The Subscriber agrees to be bound by any requirements of such Securities Laws. The Subscriber agrees to hold the Company and its controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any sale or distribution by the undersigned Subscriber in violation of any Securities Laws or any misrepresentation herein. 2.8 The Subscriber understands acknowledges and agrees that if the Additional Warrant is issued, the Company agrees is relying on the Subscriber's representations contained in this Agreement in determining whether to file an application accept this subscription. 2.9 The Subscriber consents to the placement of a legend on the certificates evidencing the Common Shares and Warrants stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. The Subscriber is aware that the Company will make a notation in its appropriate records with AMEX for approval respect to the shares of Common Stock issuable upon exercise restrictions on the transferability of the Additional Warrant (“Warrant Shares”) Common Shares and Warrants. 2.10 The address set forth below is the Company agrees to register Subscribers's true and correct residence. 2.11 The information provided by the Subscriber herein in connection with this investment is accurate and complete as of the SEC date of the Warrant Shares in accordance with Section V belowexecution of this Subscription Agreement.

REPRESENTATIONS BY SUBSCRIBER. In addition to the representations and warranties set forth in Article V and elsewhere in this Agreement, the Subscriber, represents, warrants and acknowledges to the Company that: 2.1 The Subscriber recognizes that that: (i) the purchase of Common Stock entails elements the Units involves a high degree of risk risk, is speculative and only investors who can afford the loss of their entire investment should consider investing in that the Company and/or the Units; (iii) it the Subscriber may not be able to readily liquidate its investment; (iiiii) transferability of the Shares is restrictedextremely limited; and and, (iiiiv) in the event of a dispositiondisposition of the Shares, it the Subscriber could sustain the loss of its entire investment. 2.2 The Subscriber acknowledges represents that it has prior investment experience such that it the Subscriber is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007"accredited investor", as filed with indicated by the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect Subscriber's responses to the Company’s affairs and prospects.questions contained in Article V. 2.3 The Subscriber hereby acknowledges that it has been furnished with, (i) the Common Stock Confidential Memorandum Supplement containing additional information relating to the Company, including risk factors (the "Confidential Memorandum"). This Agreement and the Confidential Memorandum are collectively referred to herein as the "Offering Documents." The Subscriber has carefully reviewed the Offering Documents and is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement. The Subscriber specifically acknowledges and is familiar with the Risk Factors set forth in the Confidential Memorandum. 2.4 The Subscriber further represents and warrants that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber, as well as its investment advisor, attorney and/or accountant, has requested or desired to know, and has been afforded the Opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering, and has received any additional information which the Subscriber has requested concerning the terms and conditions of the Offering and the Company. 2.5 The Subscriber has relied solely upon the information provided by the Company in making the Subscriber's decision to invest in the Units and has not been approved by relied upon any other representation or other information (whether oral or written) from the American Stock Exchange (“AMEX”) Company, or reviewed by the SEC by reason any agent, employee or affiliate of the Company’s intention Company or any other third party other than as set forth in the Offering, and the results of Subscriber's own independent investigation. The Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering be a transaction exempt from any party other than the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. Company. 2.6 The Subscriber represents that no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Common Stock are being purchased for its own accountSubscriber did not: (A) receive or review any advertisement, for investment and not with article, notice or other communication published in a view tonewspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or for resale in connection with, generally available; or (B) attend any distribution seminar meeting or public offering thereof, within the meaning of the Act industry investor conference whose attendees were invited by any general solicitation or applicable state securities laws. general advertising. 2.7 The Subscriber understands that the Common Stock, upon their transfer, will Units have not be been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment purposes only and may be required not o with a view toward the resale or distribution to be held indefinitely unless they are subsequently others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Units to any other person. 2.8 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares substantially as set forth below, that such Shares have not been registered under the Act, Act or an exemption from such registration is available. 2.4 any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act. 2.5 The Subscriber acknowledges aware that the certificate representing Company will make a notation in o its appropriate records with respect to the Common Stock shall bear a legend in substantially restrictions on the following form: “transferability of the Shares. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, LAWS PURSUANT TO REGISTRATION OR (III) UPON EXEMPTION THEREFROM. THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL OR OTHER EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE IS NOT REQUIREDWITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” 2.6 2.9 The Subscriber represents agrees to supply the Company, within five business (5) days after the Subscriber receives the request therefore from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable. 2.10 The Subscriber understands, acknowledges and agrees with the Company that it has the full rightOffering is intended to be exempt from registration under the Act by virtue of Section4(2) of the Act and the provisions of Regulation D thereunder, power which is in part dependent upon the truth, completeness and authority accuracy of the statements made by the Subscriber and Subscriber will hold the Company harmless from all liability, damages, costs and expenses resulting from any breach thereof. 2.11 The Subscriber acknowledges that the information contained in the Offering Documents or otherwise made available to enter into the Subscriber is confidential and perform non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither be used by the Subscriber for the Subscriber’s obligations hereunder's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason, notwithstanding that the Subscriber's Subscription may not be accepted by the Company. 2.12 The Company is under no obligation to, and this Agreement constitutes a valid and binding obligation of the Subscriber enforceable in accordance with its terms, except that (i) any enforcement may there can be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be brought. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock from the date of this Agreement until the Effective Date. 2.8 The Subscriber understands that if the Additional Warrant is issuedno assurance that, the Company agrees to file an application with AMEX will receive or accept subscriptions for approval the shares aggregate number of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and Units that may be sold by the Company agrees pursuant to register with the SEC the Warrant Shares in accordance with Section V belowOffering.

REPRESENTATIONS BY SUBSCRIBER. In addition to the representations and warranties set forth in Article V and elsewhere in this Agreement, the Subscriber, represents, warrants and acknowledges to the Company that: 2.1 The Subscriber recognizes that that: (i) the purchase of Common Stock entails elements the Units involves a high degree of risk risk, is speculative and only investors who can afford the loss of their entire investment should consider investing in that the Company and/or the Units; (iii) it the Subscriber may not be able to readily liquidate its investment; (iiiii) transferability of the Shares is restrictedextremely limited; and and, (iiiiv) in the event of a dispositiondisposition of the Shares, it the Subscriber could sustain the loss of its entire investment. 2.2 The Subscriber acknowledges represents that it has prior investment experience such that it the Subscriber is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007"accredited investor", as filed with indicated by the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect Subscriber's responses to the Company’s affairs and prospects.questions contained in Article V. 2.3 The Subscriber hereby acknowledges that it has been furnished with, (i) the Common Stock Confidential Memorandum Supplement containing additional information relating to the Company, including risk factors (the "Confidential Memorandum"). This Agreement and the Confidential Memorandum are collectively referred to herein as the "Offering Documents." The Subscriber has carefully reviewed the Offering Documents and is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement. The Subscriber specifically acknowledges and is familiar with the Risk Factors set forth in the Confidential Memorandum. 2.4 The Subscriber further represents and warrants that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber, as well as its investment advisor, attorney and/or accountant, has requested or desired to know, and has been afforded the Opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering, and has received any additional information which the Subscriber has requested concerning the terms and conditions of the Offering and the Company. 2.5 The Subscriber has relied solely upon the information provided by the Company in making the Subscriber's decision to invest in the Units and has not been approved by relied upon any other representation or other information (whether oral or written) from the American Stock Exchange (“AMEX”) Company, or reviewed by the SEC by reason any agent, employee or affiliate of the Company’s intention that Company or any other third party other than as set forth in the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933Offering, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale results of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. 's own independent investigation. 2.6 The Subscriber represents that no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Common Stock are being purchased for its own accountSubscriber did not: (A) receive or review any advertisement, for investment and not with article, notice or other communication published in a view tonewspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or for resale in connection with, generally available; or (B) attend any distribution seminar meeting or public offering thereof, within the meaning of the Act industry investor conference whose attendees were invited by any general solicitation or applicable state securities laws. general advertising. 2.7 The Subscriber understands that the Common Stock, upon their transfer, will Units have not be been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment purposes only and may be required not o with a view toward the resale or distribution to be held indefinitely unless they are subsequently others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Units to any other person. 2.8 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares substantially as set forth below, that such Shares have not been registered under the Act, Act or an exemption from such registration is available. 2.4 any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act. 2.5 The Subscriber acknowledges aware that the certificate representing Company will make a notation in o its appropriate records with respect to the Common Stock shall bear a legend in substantially restrictions on the following form: “transferability of the Shares. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, LAWS PURSUANT TO REGISTRATION OR (III) UPON EXEMPTION THEREFROM. THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL OR OTHER EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE IS NOT REQUIREDWITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” 2.6 2.9 The Subscriber represents agrees to supply the Company, within five business (5) days after the Subscriber receives the request therefore from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable. 2.10 The Subscriber understands, acknowledges and agrees with the Company that it has the full rightOffering is intended to be exempt from registration under the Act by virtue of Section4(2) of the Act and the provisions of Regulation D thereunder, power which is in part dependent upon the truth, completeness and authority accuracy of the statements made by the Subscriber and Subscriber will hold the Company harmless from all liability, damages, costs and expenses resulting from any breach thereof.. 2.11 The Subscriber acknowledges that the information contained in the Offering Documents or otherwise made available to enter into the Subscriber is confidential and perform non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither be used by the Subscriber for the Subscriber’s obligations hereunder's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason, and notwithstanding that the Subscriber's Subscription may not be accepted by the Company. The Company acknowledges that any information provided to Subscriber that is material non-public will be disclosed in any registration statement covering the securities issued pursuant to this Agreement constitutes a valid and binding obligation of the Subscriber enforceable in accordance with its terms, except that (i) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be brought. 2.7 The Subscriber and his affiliates agree not to engage in any trading activity in the Common Stock event no later that one year from the date of this Agreement until the Effective DateAgreement. 2.8 2.12 The Subscriber understands that if the Additional Warrant Company is issuedunder no obligation to, and there can be no assurance that, the Company agrees to file an application with AMEX will receive or accept subscriptions for approval the shares aggregate number of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and Units that may be sold by the Company agrees pursuant to register with the SEC the Warrant Shares in accordance with Section V belowOffering.

REPRESENTATIONS BY SUBSCRIBER. 2.1 The In consideration of the Company’s acceptance of participation, I make the following representations and warranties and agreements to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations and agreements shall survive any acceptance of my participation in the Shares: (a) Subscriber recognizes represents and warrants that it is in receipt of and that it has carefully read the purchase of Common Stock entails elements of risk in that following items: (i) it may not be able to readily liquidate its investment; The Company’s Form 10-K for the period ended December 31, 2003 (the “Form 10-K”); (ii) transferability is restricted; The Company’s Form SB-2 (the “SB-2”) filed on June 29, 2004 and particularly the Risk Factors contained therein. (iii) All other documents filed by the Company with the SEC subsequent to the Company’s Form 10-K and prior to the date of this Agreement, particularly the SB-2. The documents listed shall be referred to herein as the “Disclosure Documents.” (b) Subscriber has been furnished with and has carefully read the Disclosure Documents including the Risk Factors listed in the event SB-2 and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber’s legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber’s particular tax and financial situation. (c) Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s). (d) Subscriber and/or Subscriber’s advisor(s) has/have had a dispositionreasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the Offering. (e) Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, it article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. (f) Subscriber is an “accredited investor,” within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”). Subscriber, by reason of Subscriber’s business or financial experience can be reasonably assumed to have the capacity to protect Subscriber’s own interests in connection with the transaction. Subscriber further acknowledges that Subscriber has read the written materials provided by the Company. (g) Subscriber has adequate means of providing for Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could sustain the afford a complete loss of its entire such investment. 2.2 The (h) Subscriber acknowledges that it has prior investment such knowledge and experience such that it is able in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the Offering to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) Common Shares and to evaluate the merits and risks of such make an informed investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s decision with respect thereto. (i) Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospects. 2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Subscriber represents that the Common Stock are being purchased for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. The Subscriber understands that the Common Stock, upon their transfer, will not be registered under the Act and may be required to be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available. 2.4 The Subscriber represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act. 2.5 The Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Securities Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1) year. (j) Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents and on Attachment A hereof. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment. (k) Subscriber acknowledges that each certificate representing the Common Stock Shares shall bear contain a legend substantially in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”), ) OR ANY UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, OR (III) UPON PROVIDED THAT THE DELIVERY SELLER DELIVERS TO IA GLOBAL, INC. (THE “COMPANY”) OF COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDTHEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.” 2.6 The Subscriber represents that it (l) If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full right, legal right and power and all authority and approval required (a) to enter into execute and perform the Subscriber’s obligations hereunderdeliver, or authorize execution and delivery of, this Agreement constitutes a valid and binding obligation all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Subscriber enforceable in accordance with its termsCommon Shares, except that (ib) any enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time delegate authority pursuant to time in effect a power of attorney and affecting the rights of creditors generally (c) to purchase and hold such Common Shares; (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion signature of the court before which any proceedings therefore may be broughtparty signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common Shares, unless each beneficial owner of such entity is qualified as an “accredited investor” within the meaning of Regulation D and has submitted information substantiating such individual qualification. 2.7 The (m) If Subscriber and his affiliates agree not to engage in any trading activity is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Stock from Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares to offset taxable income. (n) The information furnished by Subscriber in the Subscriber Questionnaire signed by Subscriber is true and accurate as of the date of this Agreement until the Effective Datethereof. 2.8 The Subscriber understands that if the Additional Warrant is issued, the Company agrees to file an application with AMEX for approval the shares of Common Stock issuable upon exercise of the Additional Warrant (“Warrant Shares”) and the Company agrees to register with the SEC the Warrant Shares in accordance with Section V below.