DEFR14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Amendment No. 1

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to Rule 14a-12

IA Global, Inc.

(Name of Registrant as Specified in Its Charter)

_____________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Copies of all communications to:

Kevin J. Lavin, Esq.

Arnold & Porter

1600 Tysons Blvd., Suite 900

McLean, VA 22102

(703) 720-7011

(703) 720-7399 fax

101 California Street, Suite 2450

SAN FRANCISCO, CA 94111

Notice of the 2007 Annual Meeting of Stockholders of IA Global, Inc.

Date:	Friday, June 29, 2007
Time:	2:00 p.m., Hawaii time W Honolulu Diamond Head 2885 Kalakaua Avenue Honolulu, HI 96815
Purposes:	1.    To elect six nominees to serve on the Board of Directors until the 2008 Annual Meeting of Stockholders;  2.    To approve the Amendment and Restatement of our Certificate of Incorporation; 3.    To ratify the appointment of Sherb and Co LLP as the Company’s Independent Registered Public Accounting Firm; 4.    To adopt the IA Global, Inc. 2007 Stock Incentive Plan; 5.    To approve the Amendment and Restatement of our Bylaws; and 6.    To transact such other business that may properly come before the Annual Meeting, and any adjournments thereof.
Who Can Vote:	Stockholders at the close of business on May 29, 2007.
How You Can Vote:	You may vote your proxy by marking, signing and dating the enclosed proxy card and returning it as soon as possible using the enclosed envelope.
Who May Attend:	Only persons evidence of stock ownership or who are guests of the Company may attend and be admitted to the Annual Meeting. Photo identification will be required (a valid drivers license or passport is preferred).
	•     If your shares are registered in your name, you must bring the proxy card. •     If your shares are registered in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or a letter from that broker, trust, bank or other nominee or your most recent brokerage account statement, that confirms that you are the beneficial owner of those shares.

By Authorization of the Board of Directors,

Mark Scott

Secretary

San Francisco, CA

June 4, 2007

Your Vote Is Important. Whether You Own One Share Or Many,
Your Prompt Cooperation In Voting Your Proxy Is Greatly Appreciated.

PROXY STATEMENT

FOR THE

2007 ANNUAL MEETING OF STOCKHOLDERS OF

IA GLOBAL, INC.

TO BE HELD ON FRIDAY JUNE 29, 2007

Solicitation

This Proxy Statement, the accompanying proxy card and the Annual Report to Stockholders of IA Global, Inc. the (“Company”) are being mailed on or about June 4, 2007. The Board of Directors (the “Board”) of the Company is soliciting your proxy to vote your shares at the 2007 Annual Meeting of Stockholders (the “Meeting”). The Board is soliciting your proxy to give all stockholders of record the opportunity to vote on matters that will be presented at the Meeting. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

What is a proxy?

A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By completing and returning the enclosed proxy card, you are giving the Company the authority to vote your shares in the manner you indicate on your proxy card.

Why did I receive more than one proxy card?

You will receive multiple proxy cards if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker (i.e., in “street name”), you will receive your proxy card or other voting information from your broker, and you will return your proxy card or cards to your broker. You should vote on and sign each proxy card you receive.

Voting Information

Who is qualified to vote?

You are qualified to receive notice of and to vote at the Meeting if you own shares of Common Stock of the Company at the close of business on our record date of Tuesday, May 29, 2007.

How many shares of Common Stock may vote at the Meeting?

As of May 29, 2007, there were 152,940,157 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented.

What is the difference between a “shareholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with American Stock Transfer and Trust Company, the Company’s transfer agent, you are a “shareholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder. 

How do I vote my shares?

If you are a “shareholder of record”, you can vote your proxy by mailing in the enclosed proxy card. Please refer to the specific instructions set forth in the enclosed proxy card.

If you hold your shares in “street name”, your broker/bank/trustee/nominee will provide you with materials and instructions for voting your shares.

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Can I vote my shares in person at the Meeting?

If you are a “shareholder of record”, you may vote your shares in person at the Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, banker, trustee or nominee, giving you the right to vote the shares at the Meeting.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

Proposal 1 —	FOR the election of all six nominees until the 2008 Annual Meeting of Stockholders.
Proposal 2 —	FOR the approval of the Amendment and Restatement of our Certificate of Incorporation.
Proposal 3 —	FOR the ratification of appointment of Sherb and Co LLP as the Company’s Independent Registered Public Accounting Firm. as the Company’s Independent Registered Public Accounting Firm (Independent Auditors).
Proposal 4 —	FOR the adoption of the IA Global, Inc. 2007 Stock Incentive Plan.
Proposal 5 —	FOR the approval of the Amendment and Restatement of our Bylaws.

What are my choices when voting?

Proposal 1 —	You may cast your vote in favor of electing the nominees as Directors or withhold your vote on one or more nominees.
Proposals 2-5 —	You may cast your vote in favor of or against each proposal, or you may elect to abstain from voting your shares.

How would my shares be voted if I do not specify how they should be voted?

If you sign and return your proxy card without indicating how you want your shares to be voted, the named proxies will vote your shares as follows:

Proposal 1 —	FOR the election of all six nominees until the 2008 Annual Meeting of Stockholders.
Proposal 2 —	FOR the approval of the Amendment and Restatement of our Certificate of Incorporation.
Proposal 3 —	FOR the ratification of appointment of Sherb and Co LLP as the Company’s Independent Registered Public Accounting Firm as the Company’s Independent Registered Public Accounting Firm (Independent Auditors).
Proposal 4 —	FOR the adoption of the IA Global, Inc. 2007 Stock Incentive Plan.
Proposal 5 —	FOR the approval of the Amendment and Restatement our Bylaws.

How are votes withheld, abstentions and broker non-votes treated?

Votes withheld and abstentions are deemed as “present” at the Meeting, are counted for quorum purposes, and other than for Proposal 1, will have the same effect as a vote against the matter. Broker nonvotes, if any, while counted for general quorum purposes, are not deemed to be “present” with respect to any matter for which a broker does not have authority to vote.

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Can I change my vote after I have mailed in my proxy card?

You may revoke your proxy by doing one of the following:

• By sending a written notice of revocation to the Secretary of the Company that is received prior to the Meeting, stating that you revoke your proxy;

• By signing a later-dated proxy card and submitting it so that it is received prior to the Meeting in accordance with the instructions included in the proxy card(s); or

• By attending the Meeting and voting your shares in person.

What vote is required to approve each proposal?

Proposal 1 requires a plurality of the votes cast to elect a director.

Proposal 2-5 requires the affirmative vote of a majority of those shares present in person or represented by proxy and entitled to vote thereon at the Meeting.

Who will count the votes?

Representatives from the Company will count the votes and serve as our Inspector of Election. The Inspector of Election will be present at the Meeting.

Who pays the cost of this proxy solicitation?

Proxies will be solicited by mail, and we will pay all expenses of preparing and soliciting such proxies. also arranged for reimbursement, at the rates suggested by The American Stock Exchange LLC (“AMEX”), of brokerage houses, nominees, custodians and fiduciaries for the forwarding of proxy materials to the beneficial owners of shares held of record

Is this Proxy Statement the only way that proxies are being solicited?

No. We have also arranged for brokerage houses, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record. Our directors, officers and employees may also solicit proxies but such persons will not be specifically compensated for such services.

Vote of Controlling Stockholders

Inter Asset Japan LBO No. 1 Fund (“IAJ LBO Fund”), PBAA Fund Ltd. (“PBAA”), Terra Firma Fund Ltd. (“Terra Firma”), Inter Asset Japan Co. Ltd. (“IAJ”), IA Turkey Equity Portfolio Ltd (“IA Turkey”), Hiroki Isobe, Kyo Nagae and Derek Schneideman (collectively, our “Controlling Stockholders”) collectively hold approximately 51.3% of the aggregate votes that may be cast at the Meeting, excluding 811,285 shares held by GMB Holdings Ltd, and other shareholders for which Mr. Isobe has investment and signing authority and 12,500,018 shares issuable upon exercise of $3,750,000 of convertible promissory notes. Our Controlling Stockholders stated in a Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on April 20, 2007, and have subsequently confirmed orally, that they may be deemed to constitute a “group” for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Isobe and Mr. Nagae control each of our Controlling Stockholders. Mr. Schneideman was granted a proxy by IAJ LBO Fund; PBAA; Terra Firma; IAJ; and Mr. Isobe, or 50.3% of the aggregate votes, to vote these shareholders’ shares of Common Stock at all of the Company’s 2007 shareholder meetings.

OUR CONTROLLING STOCKHOLDERS AND MR. SCHNEIDEMAN HAVE ADVISED US THAT THEY INTEND TO VOTE IN FAVOR OF ALL OF THE PROPOSALS TO BE SUBMITTED TO THE STOCKHOLDERS AT THE ANNUAL MEETING. WE ARE NOT SEEKING A SEPARATE STOCKHOLDER VOTE BY NON-INTERESTED STOCKHOLDERS ON THE PROPOSALS TO BE SUBMITTED TO THE STOCKHOLDERS AT THE ANNUAL MEETING.

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We have provided additional information regarding transactions we have undertaken with related parties under the heading “Related Party Transactions” on page 7 of this Proxy Statement.

If you have any further questions about voting your shares or attending the Meeting, please call Investor Relations at 415-948-8828.

PROPOSAL1

Election Of Directors

Composition of the Board

The Board consists of six Directors. If elected, each of the Director nominees will serve on the Board until the 2008 Annual Meeting of Stockholders, or until their successors are duly elected and qualified in accordance with the Company’s Bylaws. If any of the six nominees should become unable to accept election, the persons named on the proxy card as proxies may vote for other person(s) selected by the Board. Management has no reason to believe that any of the six nominees for election named below will be unable to serve.

Your Board Recommends That Stockholders

Vote FOR All Six Nominees Listed Below.

Nominees For Election as Directors

Our Management Directors

Derek Schneideman

Chief Executive Officer, Chairman of the Board of Directors.

Age- 52

Director since 2007

New Zealander Derek Schneideman has 30 years experience working in the Asia Pacific region and North America. He brings a wealth of experience to IA Global, including President of Gateway Japan Inc.; Senior Executive Advisor to the Softbank Asia Pacific Investment Fund; President and CEO of CTR Ventures Co., Ltd; Executive Vice President of an Electronic Data Systems Corporation Japan, Inc., (EDS) joint venture company (EDS-NII); and Managing Director for Computer Associates, Inc., (CAI) in Japan, Korea and New Zealand. He also serves or has served as Director and Executive Operations Officer for AdMark International Executive Search, Inc; Executive Consultant to Uniscope Co., Ltd; Senior Partner of SICS Co., Ltd; and Japan Representative of Illinois Superconductor, Inc.

Mr. Schneideman serves on the boards of several companies in Japan, the U.S., and New Zealand. A Japanese speaker, he is widely involved in community service activities and industry forums.

Board of Directors: Chairman
Merger and Acquisition Committee: Member

Mark Scott

Chief Operating and Financial Officer and Director

Age- 54

Director since 2004

American Mark Scott has served as COO since April 2007, President since August 2005, a Director since January 2004 and Chief Financial Officer since October 2003. He has wide experience in executive financial positions in the United States including most recently with Digital Lightwave; Network Access Solutions; and Teltronics, Inc. He has also held senior financial positions at Protel, Inc., Crystals International, Inc., Ranks Hovis McDougall, LLP and Brittania Sportswear, and worked at Arthur Andersen. As a member of the National Association of Corporate Directors, he is a certified corporate director.

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Merger and Acquisition Committee: Member

Our Independent Directors

Raymond Christinson

Independent Director

Age- 36

Director since 2002

Japan-based Independent Director, Raymond Christinson, is currently a Director of Japan Business Consultants Co., Ltd. He has previously served as a Director at Intermedia Entertainment Co., Ltd., and number of executive positions with Y’s International Co., Ltd., and as Manager, a Director and Chief Operating Officer.

Audit Committee: Member

Nominations and Governance Committee: Member

Compensation Committee: Chairman

Masazumi Ishii

Independent Director

Age- 60

Director since 2006

Independent Director Masazumi Ishii is founder and Managing Director of AZCA, Inc., a professional services firm based in Menlo Park, California, specializing in Japan and Asia Pacific corporate development for high technology ventures. He has over 25 years of experience in international business and high technology. Mr. Ishii is also a Managing Director of Noventi, a Menlo Park venture capital firm, and an active venture investor in emerging technology companies during the past 15 years. Previously, Mr. Ishii has worked as a senior management consultant at McKinsey & Company, Inc. and systems engineer at IBM.

Mr. Ishii serves on the board and the advisory board of several multinational companies, and is a frequent speaker and writer on international business development in the high technology industry. He is also a visiting professor at Shizuoka University in Japan.

Merger and Acquisition Committee: Co-Chairman

Compensation Committee: Member

Eric La Cara

Independent Director

Age- 35

Director since 2004

Canadian Eric La Cara brings nine years financial management and consulting experience in Japan to the Board. He is currently Corporate Controller at L’Oreal Japan. He is also Managing Director of Aviso Group Inc., which provides back office support, including accounting and taxation functions, to foreign-owed companies operating in Japan, he was charged with developing Aviso’s overall operations, using the business and technical skills he acquired during his professional career in Japan.

While Finance Manager of Synopsys in Tokyo, he directed the firm’s payroll, accounting, taxation, credit and invoicing functions, with a focus on streamlining these functions to maximize efficiency and enhance customer support. Mr. La Cara has a MBA in Finance from McGill University, and is a member of the National Association of Corporate Directors and a certified corporate director.

Audit Committee: Chairman

Nominations and Governance Committee: Member

Compensation Committee: Member

Merger and Acquisition Committee: Member

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Clifford Bernstein

Independent Director

Age- 40

Director since 2007

Japan-based American Clifford Bernstein has spent the last decade in a variety of legal and banking positions, concentrating on mergers and acquisitions with a focus on technology companies. Mr. Bernstein has held positions as an attorney with Shearman & Sterling and investment banker with Citigroup as well as advisory roles with ValueClick Japan, Booz Allen & Hamilton and DKR Oasis.

He was awarded a J.D. from Columbia Law School, where he was a Kaoru Kashiwagi Scholar in Japanese Law and a Harlan Fiske Stone Scholar, and an L.L.M. from Kyushu University, where he was a Monbusho Scholar. Prior to Columbia, Mr. Bernstein worked at Marubeni Corporation and received a B.A. in Government from Dartmouth College. Mr. Bernstein is currently the President of the Dartmouth Club of Japan and an avid enthusiast for outdoor activities of any type.

Audit Committee: Member

Nominations and Governance Committee: Chairman

Merger and Acquisition Committee: Co-Chairman

CORPORATE GOVERNANCE

Code of Conduct and Ethics

The Company has adopted conduct and ethics standards titled the Code of Conduct and Ethics (the “Code of Conduct”), which are available at www.iaglobalinc.com. These standards were adopted by the Board to promote transparency and integrity of the Company. The standards apply to the Board, executives and employees. Waivers of the requirements of the Code of Conduct or associated polices with respect to members of the Board or executive officers are subject to approval of the full Board of Directors.

The Company’s Code of Conduct includes the following items:

• promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; and,

• promotes the full, fair, accurate, timely and understandable disclosure of the Company’s financial results in accordance with applicable disclosure standards, including, where appropriate, standards of materiality; and,

• promotes compliance with applicable SEC, AMEX and governmental laws, rules and regulations; and,

• deters wrongdoing; and

• require prompt internal reporting of breaches of, and accountability for adherence to, the Code of Conduct.

On an annual basis, each Director and executive officer is obligated to complete a Director and Officer Questionnaire which requires disclosure of any transactions with the Company in which the Director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Pursuant to the Code of Conduct, the Audit Committee and the Board are charged with resolving any conflict of interest involving management, the Board of Directors and employees on an ongoing basis.

Review and Approval of Related Person Transactions.

The Company has operated under a Code of Ethics for many years. The Company’s Code of Conduct requires all employees, officers and directors, without exception, to avoid engagement in activities or relationships that conflict, or would be perceived to conflict, with the Company’s interests or adversely affect its reputation. It is understood, however, that certain relationships or transactions may arise that would be deemed acceptable and appropriate upon full disclosure of the transaction, following review and approval to ensure there is a legitimate business reason for the transaction and that the terms of the transaction are no less favorable to the Company than could be obtained from an unrelated person.

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The Audit Committee is responsible for reviewing and approving, as appropriate, all transactions with related persons. The Company has not adopted a written policy for reviewing related person transactions. The Company reviews all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. As required under SEC rules, transactions, if any, that are determined to be directly or indirectly material to the company or a related person are disclosed.

Related Party Transactions With Inter Asset Japan and Affiliates, and Our Controlling Stockholders

During 2006, the Company had the following related part transactions with IAJ and affiliates, and our Controlling Stockholders:

$3,394,000 Notes Receivable With GMB International, Inc.

In December 2005, Global Hotline, Inc. loaned 360,000,000 Yen to GMB International, Inc., a party affiliated with our Controlling Stockholders. This increased the total amounts due from GMB to 400,000,000 Yen or approximately $3,394,000 at current exchange rates. GMB repaid 200,000,000 Yen on January 13, 2006, 80,000,000 Yen on April 7, 2006 and the remaining 120,000,000 Yen on April 27, 2006.

Kyo Nagae Relationship With IAJ

In January 2006, Mr. Kyo Nagae, Chief Financial Officer of Global Hotline, became President of IAJ and IAJ LBO Fund.

Inter Asset Japan Relationship With Tesco Co Ltd

IAJ owns a minority ownership percentage of approximately 20% in Tesco Co Ltd. Global Hotline has an agent agreement with Tesco to sell their lighting products.

Director Independence

In accordance with AMEX rules, the Board affirmatively determines the independence of each Director and nominee for election as a Director in accordance with AMEX’s independence standards as set forth in Section 121A of the AMEX Company Guide.

Based on these standards, at its meeting held on April 20, 2007, the Board determined that each of the following non-employee Directors are independent and has no relationship with the Company, except as a Director and stockholder of the Company:

• Clifford James Bernstein

• Raymond Christinson

• Masazumi Ishii

• Eric La Cara

Communication with the Board of Directors or Members Thereof

We do not have a formal procedure for stockholder communication with our Board of Directors. In general, our Directors are easily accessible by telephone, postal mail or electronic mail. Any matter intended for the Board of Directors, or for any individual member or members of the Board, can be directed to our Chief Executive Officer or Chief Operating Officer with a request to forward the same to the intended recipient. Alternatively, shareholders can direct correspondence to the Board of Directors, or any of its members, in care of the Company at 101 California Street, Suite 2450, San Francisco, CA 94111. The Company will direct the correspondence to the director. All such communications will be forwarded to the intended recipient unopened.

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Nominations for Directors

Identifying Candidates

The Nominations and Governance Committee is responsible for screening potential Director candidates and recommending qualified candidates to the Board for nomination. The Committee considers recommendations of potential candidates from current Directors, management and stockholders. The Company does not have a specific policy regarding consideration of stockholder director nominees. Stockholders’ nominations for Directors must be made in writing and include the nominee’s written consent to the nomination and sufficient background information on the candidate to enable the Committee to assess his or her qualifications. Nominations must be addressed to the Chairman of the Nominations and Governance Committee in care of the Secretary of the Company at the Company’s headquarters address listed below, and must be received no later than December 31, 2007, in order to be included in the proxy statement for the next annual election of Directors.

Chairman of the Nominations and Governance Committee

IA Global, Inc.

101 California Street, Suite 2450

San Francisco, CA 94111

Qualifications

The Nominations and Governance Committee has not established specific minimum age, education, years of business experience or specific types of skills for potential Director candidates, but, in general, expects qualified candidates will have ample experience and a proven record of business success and leadership.

The Board has developed a group of criteria which are designed to describe what qualities and characteristics are desired for the Board as a whole. The full Board conducts an annual self-evaluation of its membership with respect to the criteria. The purpose of this evaluation is to help ensure the Board remains comprised of members fulfilling the desired complement of talents and expertise for the Board as a whole. No single Director is expected to have each criterion. There is no difference in the manner in which the Board evaluates persons recommended by directors, officers or employees and persons recommended by stockholders in selecting Board nominees.

The criteria are reviewed annually by the Nominations and Governance Committee and the Board to ensure they remain pertinent and robust. In general, they require that each Director:

• have the highest personal and professional ethics, integrity and values;

• consistently exercise sound and objective business judgment;

• have a comfort with diversity in its broadest sense; and,

• have experience in the Pacific Rim region.

In addition, it is anticipated that the Board as a whole will have individuals with:

• significant appropriate senior management and leadership experience;

• a comfort with technology;

• a long-term and strategic perspective; and

• the ability to advance constructive debate and a global perspective.

Further, it is important for the Board as a whole to operate in an atmosphere where the chemistry between and among the members is a key element.

Candidate Selection Process

Upon receipt of a stockholder-proposed Director candidate, the Chairman of the Nominations and Governance Committee or the Secretary assesses the Board’s needs, primarily whether or not there is a current or pending vacancy or a possible need to be filled by adding or replacing a Director. A Director profile is prepared by comparing the current list of criteria with the desired state and with the candidate’s qualifications. The profile and the candidate’s submitted information are provided to the Nominations Committee and the Chairman of the Board for discussion and review at the next Nominations Committee meeting.

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Similarly, if at any time the Nominations and Governance Committee or the Board determines there may be a need to add or replace a Director, the Corporate Secretary, the Nominations and Governance Committee Chairman and the Chairman of the Board develop a Director profile by comparing the current list of criteria with the desired state. If no candidates are apparent from any source, the Nominations and Governance Committee will determine the appropriate method to conduct a search.

Regardless of how a candidate is brought to the Nominations and Governance Committee’s attention, qualified candidates are asked to conduct one or more personal interviews with appropriate members of the Board. Chosen candidates are extended invitations to join the Board. If a candidate accepts, he or she is formally nominated. There is no difference in the manner in which the Board evaluates persons recommended by directors, officers or employees and persons recommended by stockholders in selecting Board nominees.

There is no representative of our Controlling Shareholder Group on the Board.

MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors

Each Director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all Board, committee and stockholders’ meetings. The Board met eighteen times during 2006. All Directors attended at least 75% of the meetings of the Board and of the Committees on which they served during the fiscal year ended December 31, 2006, except for Alan Margerison, who did not stand for reelection. Although the Board does not have a formal policy regarding attendance by the members of the board of directors at the annual meeting of the Company, all members of the Board of Directors are requested to attend the annual meeting of stockholders. All of the Directors attended the 2006 Annual Meeting of Stockholders on June 9, 2006.

Committees of the Board of Directors

The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities. The committees are currently the Audit Committee, the Nominations and Governance Committee and the Compensation Committee. In accordance with the AMEX continued listing standards, the Audit, Nominations and Governance and Compensation committees are comprised solely of non-employee, independent Directors. Charters for each committee are available on the Company’s website at www.iaglobalinc.com The table below shows current membership for each of the standing Board committees.

	Nominations and
Audit Committee	Governance Committee	Compensation Committee
Eric La Cara (1)	Clifford James Bernstein (1)	Raymond Christinson (1)
Clifford James Bernstein	Raymond Christinson	Masazumi Ishii
Raymond Christinson	Eric La Cara	Eric La Cara

(1) Chairman of the Committee.

In addition, the Company has a Merger and Acquisition Committee to facilitate and assist the Board in the execution of its responsibilities.

Audit Committee

The Audit Committee has three members and met nine times in 2006. The Audit Committee is comprised solely of non-employee Directors, all of whom the Board has determined are independent pursuant the independence standards set forth in Section 121A of AMEX’s Company Guide. The Board has determined that all the members of the Audit Committee are financially literate pursuant to the AMEX rules. The Board also has determined that Mr. La Cara, Chairman of the Audit Committee, is an Audit Committee Financial Expert within the meaning stipulated by the SEC. The Board has adopted a charter for the Audit Committee, which was revised by the Audit Committee at its meeting on April 20, 2007, and approved by the full Board at its meeting on April 20, 2007. The charter is available on the Company’s website at www.iaglobalinc.com.

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The Audit Committee’s responsibilities, discussed in detail in the charter include, among other duties, the responsibility to:

• the appointment of independent auditors; and,

• review the arrangements for and scope of the audit by independent auditors; and,

• review the independence of the independent auditors; and,

• consider the adequacy and effectiveness of the system of internal accounting and financial controls and review any proposed corrective actions; and,

• review and monitor our policies regarding business ethics and conflicts of interest; and,

• discuss with management and the independent auditors our draft quarterly interim and annual financial statements and key accounting and reporting matters; and,

• review the activities and recommendations of our accounting department.

Nominations and Governance Committee

The Nominations and Governance Committee has three members and met five times in fiscal 2006. The Committee is comprised solely of non-employee Directors, all of whom the Board has determined are independent pursuant to the independence standards set forth in Section 121A of the AMEX’s Company Guide. The Board has adopted a charter for Committee, which is available on the Company’s website at www.iaglobalinc.com.

The Nominations and Governance Committee’s responsibilities, discussed in detail in the charter include, among other duties, the responsibility to:

• assist the board in identifying individuals qualified to become Board members, and recommend to the Board the nominees for election as directors at the next annual meeting of stockholders;

• develop and recommend to the Board the corporate governance guidelines applicable to the Company; and,

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

Compensation Committee

The Compensation Committee has three members and met seven times in fiscal 2006. The Committee is comprised solely of non-employee Directors, all of whom the Board has determined are independent pursuant to the independence standards set forth in Section 121A of the AMEX’s Company Guide. The Board has adopted a charter for the Compensation Committee, which is available on the Company’s website at www.iaglobalinc.com.

The Compensation Committee’s responsibilities, which are discussed in detail in its charter, include, among other duties, the responsibility to:

• recommend the base salary, incentive compensation and any other compensation for the Company’s Chief Executive Officer; and approve the base salary, incentive compensation and any other compensation for the other officers of the Company; and

• to administer the 1999 and 2000 stock option plans;

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during fiscal year 2006 served as an officer, former officer, or employee of the Company or had a relationship discloseable under “Related Person Transactions.” Further, during 2006, no executive officer of the Company served as:

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• A member of the Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Compensation Committee; or

• A director of any other entity, one of whose executive officers or their immediate family member served on our Compensation Committee.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program

This Compensation Discussion and Analysis describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers who served during the fiscal year ended December 31, 2006. This compensation discussion primarily focuses on the information contained in the following tables and related footnotes and narrative for the last completed fiscal year, but we also describe compensation actions taken after the last completed fiscal year to the extent that it enhances the understanding of our executive compensation disclosure.

The Compensation Committee (for purposes of this analysis, the “Committee”) of the Board has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. In August 2006, as part of a review of the Company’s practices, the Committee implemented processes to evaluate and determine compensation and expects to have these processes in place in 2007. The Committee believes that the total compensation paid to the executive officers is fair, reasonable and competitive. The Committee is evaluating the types of compensation and benefits provided to the named executive officers, and in 2007, expects to ensure that they are similar to those provided to other executive officers at similar companies.

Throughout this proxy statement, the individuals who served as the Company’s President and Chief Financial Officer during fiscal 2006, as well as the other individuals included in the Summary Compensation Table on page 15, are referred to as the “named executive officers”.

Compensation Philosophy and Objectives

The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific Company annual and strategic goals, and that aligns executives’ interests with those of the stockholders by rewarding performance for achieving goals. For 2006, the goals were achieving profitability, acquiring and selling businesses and completion of investor relations activities, with the ultimate objective of improving stockholder value. Therefore, the Committee has established objectives for executive compensation: (1) to enhance the long-term value of the Company; (2) to assist the Company in attracting and retaining high quality talent; (3) to reward past performance and motivate future performance; and (4) to align executives’ long term interests with those of the Company’s stockholders. The Committee has established goals for executive compensation: raising additional capital, achieving Company profitability, improving the Common Stock share price, acquiring and selling businesses and completion of investor relation activities. The Committee subjectively evaluates both performance and compensation to ensure based on the achievement of goalsthat the Company maintains its ability to attract and retain superior employees in key positions and believes that compensation provided to key employees remains competitive relative to the compensation paid other executive officers. The Committee believes executive compensation packages provided by the Company to its executives, including the named executive officers, should include both cash and equity-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions

The Committee makes all compensation decisions, including equity awards, for the named executive officers of the Company. Mr. Scott, the Company’s President and Chief Financial Officer makes recommendations regarding the base salary and non-equity compensation of other named executive officers that are approved by the Committee in its discretion.

The Committee reviewed the performance of President and Chief Financial Officer in 2006. The conclusions reached and recommendations based on this review, including with respect to salary adjustments and annual award amounts, are presented to and approved by the Board.

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Setting Executive Compensation

The Committee structures the Company’s annual incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. The Committee does not use a peer group of publicly-traded and privately-held companies in structuring the compensation packages.

A percentage of total compensation is allocated to incentives. There is no pre-established policy or target for the allocation between either cash and non-cash incentive compensation. Rather, the Committee reviews the Company’s goals to determine what it considers the appropriate level and mix of incentive compensation. For 2006, the Company goals were raising additional capital, achieving Company profitability, improving the Common Stock share price, acquiring and selling businesses and completion of investor relation activities. Historically, and in 2006, the Committee granted a majority of total compensation to the named executive officers in the form of cash and equity compensation.

2006 Executive Compensation Components

The Committee did not use a formula for allocating compensation among the elements of total compensation in fiscal year 2006. The Committee believes that in order to attract and retain highly effective people it must maintain a flexible compensation structure. For the fiscal year ended December 31, 2006, the principal components of compensation for named executive officers were base salary, performance-based incentive compensation and stock option grants.

Base Salary

Base salary is intended to ensure that the Company’s employees are fairly and equitably compensated. Base salary is used to appropriately recognize and reward the experience and skills that employees bring to the Company and provides motivation for career development and enhancement. During their tenure, base salary ensures that all employees continue to receive a basic level of compensation that reflects any acquired skills which are competently demonstrated and are consistently used at work.

Base salaries for the Company’s named executive officers are initially established based on their prior experience, the scope of their responsibilities and the applicable competitive market compensation paid by other companies for similar positions. Base salary levels of the named executive officers are reviewed annually by the Committee. Salary levels for the named executive officers were not adjusted during 2006.

Performance-Based Incentive Compensation

The Committee believes the payment of incentive compensation rewards performance benefits our business, and is consistent with the creation of stockholder value. All the Company’s named executive officers are eligible to receive with performance-based incentive compensation. During 2006, bonuses were paid to the President and Chief Financial Officer based on the achievement of established goals, with the ultimate objective of improving stockholder value. The goals were achieving profitability, acquiring and selling businesses and completion of investor relation activities.

Ownership Guidelines

The Committee does not require our named executive officers to hold any minimum number of our shares. However, to directly align the interests of executive officers with the interests of the stockholders, the Committee encourages each named executive officer to maintain an ownership interest in the Company.

Stock Option Program

Stock options are an integral part of our executive compensation program. They are intended to encourage ownership and retention of the Company’s stock by named executive officers and employees, as well as non-employee members of the Board. Through stock options, the objective of aligning employees’ long-term interest with those of stockholders may be met by providing employees with the opportunity to build a meaningful stake in the Company.

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The Stock Option Program assists the Company by:

• enhancing the link between the creation of stockholder value and long-term executive incentive compensation;

• providing an opportunity for increased equity ownership by executives; and

• maintaining competitive levels of total compensation.

Stock option award levels are determined based on market data of the National Association of Corporate Directors, vary among participants based on their positions within the Company and are granted at the Committee’s regularly scheduled meetings. Newly hired or promoted executives, other than executive officers, receive their award of stock options on the date of hire. Newly hired executive officers who are eligible to receive options are awarded such options at the next regularly scheduled Committee meeting on or following their hire date.

Options are awarded at the closing price of the Company’s Common Stock on the date of the grant. The Committee’s policy is not to grant options with an exercise price that is less than the closing price of the Company’s Common Stock on the grant date.

The majority of the options granted by the Committee vest quarterly over three years of the ten-year option term. Vesting and exercise rights cease upon termination of employment, except in the case of death (subject to a one year limitation), disability or retirement. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents.

Retirement and Other Benefits

The Company has no other retirement, savings, long-term stock award or other type of plans for the named executive officers.

Perquisites and Other Personal Benefits

The Company paid $50,000 relocation allowance; $30,293 for a Tokyo apartment and $14,300 for benefits for the President and Chief Financial Officer. During 2006, since he spent a considerable amount of time working in Japan at the Company’s subsidiary Global Hotline and other business, the Company paid for a Tokyo apartment. In 2007, the Company expects to provide named executive officers with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Committee expects to review the levels of perquisites and other personal benefits provided to named executive officers.

Currently, the Company has no Change of Control or Severance Agreements with the named executive officers. In 2007, the Committee is considering entering into such agreements with the named executive officers.

Retaining a Chief Executive Officer

On November 27, 2006, the majority of the independent directors began a search for a Chief Executive Officer and retained a recruiter to assist with the search. The recruiter was only able to locate five potential candidates who had the necessary skills and experience for a Chief Executive Officer position and were willing to relocate to or live in Tokyo, Japan. On February 8, 2007, the Company entered into a one year Employment Agreement with Derek Schneideman. Mr. Schneideman was appointed as Chief Executive Officer and Chairman of the Board of Directors of the Company effective as of February 13, 2007.

The Employment Agreement provides for:

• the payment of an annual salary of $250,000;

• participation in the Company’s group insurance arrangements;

• sign-on bonus of $20,000;

• a bonus up to $230,000;

• up to 500,000 in stock options; and

• other compensation, as may be declared by the Company’s Compensation Committee.

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The bonus of up to $230,000 is based on:

• raising additional capital (a bonus of up to $30,000);

• the Company achieving profitability (a bonus of up to $55,000); and

• improving the Common Stock share price (a bonus of up to $80,000).

For accepting appointment as CEO and Chairman of the Board of Directors, Mr. Schneideman received an option to purchase 500,000 shares of Common Stock pursuant to the Company’s 2000 Stock Option Plan at $.14 per share, which was the adjusted closing price on February 13, 2007, his date of employment. In accordance with the 2000 Stock Option Plan, the stock options vest quarterly over three years and expire on February 13, 2017.

Mr. Schneideman’s Employment Agreement requires him to provide thirty days notice prior to terminating his employment and provides Mr. Schneideman with six months severance in the event that Mr. Schneideman is terminated by the Company without cause. Mr. Schneideman’s Employment Agreement contains provisions for confidentiality for the term of the agreement and thereafter. Mr. Schneideman works full time for the Company.

Tax and Accounting Implications

Deductibility of Executive Compensation

The Committee believes that we have structured our compensation program to comply with Internal Revenue Code of 1986, as amended (the “Code”) Sections 162(m) and, to the extent now known, 409A. Under Section 162(m), the Company may deduct compensation in excess of $1 million paid to the corporation’s chief executive officer and four other most highly paid executive officers if certain requirements are met. We periodically review the potential consequences of Section 162(m) and may structure the performance-based portion of our executive compensation to comply with certain exemptions in Section 162(m). However, we may authorize compensation payments that do not comply with the exemptions in Section 162(m) when we believe that such payments are appropriate and in the best interests of the stockholders, after taking into consideration changing business conditions or the officer’s performance.

Section 409A is a relatively recent provision of the Internal Revenue Code and the implementing regulations were recently finalized. If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to a substantial risk of forfeiture. The Company is continuing to evaluate the impact of Section 409A on various of its compensation and benefits plans, programs and arrangements and may modify certain of them as a result of that evaluation.

Accounting for Stock-Based Compensation

Beginning on January 1, 2006, the Company began accounting for stock-based payments including its Stock Option Program in accordance with the requirements of SFAS Statement 123-R.

COMPENSATION COMMITTEE REPORT

The Compensation Committee, composed entirely of independent directors in accordance with the applicable laws, regulations and AMEX listing requirements, sets and administers policies that govern the Company’s executive compensation programs, and incentive and stock programs. The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

Raymond Christinson, Chairman

Masazumi Ishii

Eric La Cara

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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by each of the named executive officers for the fiscal year ended December 31, 2006.

												Change In
												Pension
												Value and
										Non-Equity		Non-qualified
										Incentive		Deferred
						Stock		Option		Plan		Compensation		All Other
Name and		Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Principal Position	Year	($)		($) (1)		($)		($) (2)		($)		($)		($) (3)		($)
Mark Scott	2006	$	183,000	$	59,928	$	—	$	40,000	$	—	$	—	$	94,593	$ 377,521
President and Chief Financial Officer
Hideki Anan	2006	$	288,817	$	—	$	—	$	—	$	—	$	—	$	—	$ 288,817
CEO of Global Hotline, Inc.
Kyo Nagae	2006	$	152,660	$	—	$	—	$	—	$	—	$	—	$	—	$ 152,660
CFO of Global Hotline, Inc.

(1) Reflects Mr. Scott’s bonus of $9,928 for the year ended December 31, 2005, and $50,000 for the year ended December 31, 2006.

(2) The amounts reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006, in accordance with Financial Accounting Standard 123-R (“FAS 123-R”) of awards pursuant to the Stock Option Program. Assumptions used in the calculation of this amount are included in footnote 2 to the Company’s audited financial statements for the fiscal year ended December 31, 2006, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2007.

(3) The amount reflects a relocation allowance of $50,000, $30,293 for a Tokyo apartment and $14,300 for insurance benefits paid to or for Mr. Scott in 2006.

GRANT OF PLAN BASED AWARDS

All Other

All Other

Option Awards;

Estimated Future Payouts Under

Estimated Future Payouts Under

Stock Awards;

Number of

Non-Equity Incentive Plan

Equity Incentive Plan

Number of

Securities

Exercise or

Grant Date

Awards

Awards

Shares of

Underlying

Base Price of

Fair Value of

Grant

Threshold

Target

Maximum

Threshold

Target

Maximum

Stock or Units

Options

Option Awards

Stock and

Name (1)

Date

($)

($) (2)

($)

(#)

(#)

(#)

(#) (3)

(#)

($/Sh)

Option Awards

Mark Scott

8/15/2006

$

—

$

50,000

$

—

—

—

—

250,000

—

$

0.16

$

40,000

(1) Stock optons were not granted to Mr. Anan or Nagae in 2006.

(2) Pursuant to Mr. Scott’s Employment Agreement, he is entitled to a bonus of up to $50,000.

(3) The amount shown in this column reflects the number of options granted pursuant to the 2000 Stock Incentive Plan and vests quarterly over three years.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

	Option Awards						Stock Awards
		Equity Incentive	Equity Incentive							Equity Incentive	Equity Incentive
		Plan Awards:	Plan Awards:							Plan Awards:	Plan Awards:
	Number of	Number of	Number of							Number of	Market or
	Securities	Securities	Securities				Number of	Market Value		Unearned Shares,	Payout Value of
	Underlying	Underlying	Underlying				Shares or Units	of Shares or		Units or Other	Unearned Shares,
	Unexercised	Unexercised	Unexercised	Option			of Stock	Units of		Rights That	Units, or Other
	Options	Options	Unearned	Exercise		Option	That Have Not	Stock That		Have Not	Rights That Have
	Exercisable	Unexerciseable	Options	Price		Expiration	Vested	Have Not Vested		Vested	Not Vested
Name	(#) (1)	(#) (1)	(#)	($)		Date	(#)	($)		(#)	($)
Mark Scott	266,667	133,333	—	$	0.30	1/12/2014	—	$	—	—	$	—
	83,333	16,667	—	$	0.20	5/17/2014	—	$	—	—	$	—
	66,667	33,333	—	$	0.24	11/19/2014	—	$	—	—	$	—
	41,667	58,333	—	$	0.26	8/1/2015	—	$	—	—	$	—
	20,833	229,167	—	$	0.16	8/15/2016	—	$	—	—	$	—
Hideki Anan	250,000	250,000	—	$	0.20	6/22/2015	—	$	—	—	$	—
Kyo Nagae	175,000	175,000	—	$	0.20	6/22/2015	—	$	—	—	$	—

(1) All options listed above vest quarterly over a three year term, except for Mr. Scott’s option award dated January 12, 2004. This option award vests annually over three years. All option awards have a ten year life.

OPTION EXERCISES AND STOCK VESTED

The Company’s named executive officers did not exercise any stock options during the fiscal year ended December 31, 2006.

PENSION BENEFITS

The Company does not provide any pension benefits. 

NONQUALIFIED DEFERRED COMPENSATION

The Company’s does not have a nonqualified deferral program.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The Company has no Change of Control or Severance Agreements with its named executive officers.

Mark Scott

The following table shows the potential payments upon termination for Mark Scott, the Company’s President and Chief Financial Officer:

						Involuntary
						for Good
						Reason
				Involuntary	For	Termination
Executive	Voluntary	Early	Normal	Not For Good	Cause	(Change In
Payments Upon	Termination	Retirement	Retirement	Termination	Termination	Control	Disability	Death
Separation	on 12/31/06	on 12/31/06	on 12/31/06	on 12/31/06	on 12/31/06	on 12/31/06)	on 12/31/06	on 12/31/06
Compensation:
Base salary (1)	$ —	$ —	$ —	$ 137,250	$ —	$ —	$ —	$ —
Performance-based incentive compensation	$ —	$ —	$ —	$ —	$ —	$ —	$ —	$ —
Stock options	$ —	$ —	$ —	$ —	$ —	$ —	$ —	$ —
Benefits and Perquisites:
Health and welfare benefits	$ —	$ —	$ —	$ —	$ —	$ —	$ —	$ —
Accrued vacation pay (2)	$ 17,009	$ 17,009	$ 17,009	$ 17,009	$ 17,009	$ —	$ 17,009	$ 17,009
Total	$ 17,009	$ 17,009	$ 17,009	$ 154,259	$ 17,009	$ —	$ 17,009	$ 17,009

(1) Reflects nine months severance to be paid to Mr. Scott upon termination other than for cause.

(2) Reflects the value of vacation pay accrued as of December 31, 2006.

Hideki Anan

The Company has no termination agreements with Hideki Anan, Chief Executive Officer of Global Hotline, Inc.

Kyo Nagae

The Company has no termination agreements with Kyo Nagae, Chief Financial Officer of Global Hotline, Inc.

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DIRECTOR COMPENSATION

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Company considers the significant amount of time that Directors expend in fulfilling their duties to the Company as well as the skill-level required by the Company of members of the Board.

Director Summary Compensation Table

The table below summarizes the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2006.

					Change In
					Pension
					Value and
				Non-Equity	Nonqualified
	Fees Earned			Incentive Plan	Deferred	All Other
	Or Paid In	Stock	Option	Compensation	Compensation	Compensation
Name	Cash ($)	Awards ($)	Awards ($) (1)	($)	Earnings ($)	($)	Total ($)
Raymond Christinson	$ 37,250	$ —	$ 24,000	$ —	$ —	$ —	$ 61,250
Masazumi Ishii	$ 12,100	$ —	$ 32,000	$ —	$ —	$ —	$ 44,100
Jun Kumamoto	$ 35,400	$ —	$ 24,000	$ —	$ —	$ —	$ 59,400
Eric La Cara	$ 52,975	$ —	$ 24,000	$ —	$ —	$ —	$ 76,975
Alan Margerison	$ 12,860	$ —	$ —	$ —	$ —	$ —	$ 12,860

(1) Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006 in accordance with SFAS 123-R. The assumptions used in the valuation of options is included in Footnote 2 of the Form 10-K as filed with the SEC on March 29, 2007. As of December 31, 2006, each Director has the following number of options outstanding to purchase the indicated number of shares of the Company’s Common Stock: Raymond Christinson: 550,000; Masazumi Ishii: 200,000; Jun Kumamoto: 550,000; Eric La Cara: 450,000; and Alan Margerison: 0.

Cash Compensation Paid to Board Members

Our independent non-employee directors are compensated at a base rate of $1,700 per month. In addition, for serving as committee chairman they are paid $500 per month for the Nominations and Governance Committee and the Compensation Committee and $1,000 per month for the Audit Committee. In addition, directors are paid $600 per day for other board level activities.

Stock Option Program

Each non-employee Director receives a stock option grant having a calculated Black-Scholes value that approximates the value of their annual cash and committee chairman compensation. In August 2006, with the exception of Masazumi Ishii, each non-employee Director received a grant of 150,000 options at the fair market price of the Company’s Common Stock on the date of the grant, or $0.16. Upon appointment to the Board, Masazumi Ishii, a non-employee director, received a grant of 200,000 options at the fair market price of the Company’s Common Stock on the date of the grant, or $0.16. Options received by Directors vest quarterly over three years.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership of our common stock as of April 26, 2007 by:

• each director;

• each person known by us to own beneficially 5% or more of our common stock;

• each officer named in the summary compensation table elsewhere in this report; and

• all directors and executive officers as a group.

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The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Unless otherwise indicated below, each beneficial owner named in the table has sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Unless otherwise indicated, the address of each beneficial owner of more than 5% of common stock is IA Global. Inc., 101 California Street, Suite 2450, San Francisco, California 94111.

	Amount	Percentage
Directors and Officers-
Hideki Anan	9,159,976	6.0	%
Clifford Bernstein	10,000	—
Raymond Christinson	3,500	—
Masazumi Ishii	—	—
Eric La Cara	21,800	—
Derek Schneideman	43,600	—
Mark Scott	181,000	—
Total Directors and Officers as a Group (6 total)	9,419,876	6.1	%

The symbol - means less than 1%.

	Number	Percentage
Greater Than 5% Ownership
Inter Asset Japan Co., Ltd-
Inter Asset Japan LBO No. 1 Fund	29,733,146	19.4	%	(2	)
35F Atago Green Hills Mori Tower
2-5-1 Atago, Minato-Ku
Tokyo, 105-6235 Japan
PBAA Fund, Ltd.	24,104,152	15.8	%	(2	)
Woodbourne Hall
PO Box 3162
Road Town, Tortola
British Virgin Islands
Terra Firma Fund , Ltd.	13,100,000	8.6	%	(2	)
Woodbourne Hall
PO Box 3162
Road Town, Tortola
British Virgin Islands
Inter Asset Japan Co. Ltd.	3,000,000	2.0	%	(2	)
35F Atago Green Hills Mori Tower
2-5-1 Atago, Minato-Ku
Tokyo, 105-6235 Japan
IA Turkey Equity Portfolio Ltd	2,500,000	1.6	%	(2	)
Mill Mall, Suite 6 Wickhams Cay

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PO Box 3085
Road Town, Tortola
British Virgin Islands
Hiroki Isobe	4,426,772	2.9	%	(1	)(2)(3)
Inter Asset Japan Co. Ltd.
35F Atago Green Hills Mori Tower
2-5-1 Atago, Minato-Ku
Tokyo, 105-6235 Japan
Kyo Nagae	1,500,000	1.0	%	(1	)(2)
Inter Asset Japan Co. Ltd.
35F Atago Green Hills Mori Tower
2-5-1 Atago, Minato-Ku
Tokyo, 105-6235 Japan
Derek Schneideman	30,600	—		(1	)(2)
IA Global, Inc.
101 California Street, Suite 2450
San Francisco, CA 94111
	78,364,070	51.3	%	(4	)
Hideki Anan	9,159,976	6.0	%
Nishi-Shinjuku Showa Building 11F
1-13-12 Nishi-Shinjuku, Shinjuku-ku
Tokyo, 106-0023, Japan
McFraui Pty Ltd, ATF The McFraui Trust	29,926,200	19.6	%
Level 1, Corporate Centre
2 Corporate Court
Bundall QLD 4217
Baddas Investments Pty Ltd, ATF Baddas 1 Trust	10,785,587	7.1	%
Level 1, Corporate Centre
2 Corporate Court
Bundall QLD 4217

The symbol - means less than 1%.

(1) Reflects the shares beneficially owned by IAJ, IAJ LBO No. 1, PBAA, Terra Firma, IA Turkey, Hiroki Isobe, Kyo Nagae and Derek Schneideman. These entities stated in a Schedule 13D filed with the SEC on April 20, 2007 and have subsequently confirmed orally, that they may be deemed to constitute a “group” for the purposes of Rule 13d-3 under the Exchange Act. Mr. Hiroki Isobe and Kyo Nagae, control each of IAJ, IAJ LBO Fund, PBAA, Terra Firma and IA Turkey. Mr. Schneideman was granted a proxy by IAJ LBO Fund; PBAA; Terra Firma; IAJ; and Mr. Isobe, or 50.3% of the aggregate votes, to vote these shareholders’ shares of common stock at all of the Company’s 2007 shareholder meetings.

(2) Although IAJ, IAJ LBO Fund, PBAA, Terra Firma, Hiroki Isobe and Kyo Nagae stated in a Schedule 13D filed with the SEC on April 20, 2007, that they may be deemed to constitute a “group” for the purposes of Rule 13d-3 under the Exchange Act, each entity stated in such schedule that they had granted a proxy by IAJ LBO Fund; PBAA; Terra Firma; IAJ; and Mr. Isobe, or 50.3%, to vote these shareholders’ shares of common stock at all of the Company’s 2007 shareholder meetings.

(3) Excludes 811,285 shares held by GMB Holdings Ltd and other shareholders for which Mr. Isobe has investment and signing authority.

(4) Excludes 12,500,018 shares issuable upon exercise of $3,750,000 of convertible promissory notes.

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PROPOSAL2

Proposal to Amend and Restate our Certificate of Incorporation

Since our formation in 1998, our Certificate of Incorporation has been amended numerous times to, among other things, change our corporate name and change the number of shares of capital stock we are authorized to issue. Our Board of Directors has determined that it is in our best interests and the best interests of our shareholders to combine in one document our original Certificate of Incorporation and the various amendments to the Certificate of Incorporation that have been approved over the years, to delete information that is solely of historical interest, to update our Certificate of Incorporation to current Delaware law and to make other minor stylistic, definitional and clarifying drafting alterations in a single document.

A copy of the entire text of the proposed Amended and Restated Certificate of Incorporation, which sets forth the amendments discussed above is attached as Annex 1 to this proxy statement. The above description of the amendments to our Certificate of Incorporation are a summary only and you should read the proposed Amended and Restated Certificate of Incorporation that are attached to this proxy statement in their entirety.

Under Delaware law, the approval of the proposed Amended and Restated Certificate of Incorporation requires the affirmative vote of the holders of a majority of the total number of issued and outstanding shares of our common stock.

Your Board Recommends That Stockholders

Vote FOR The Amendment and Restatement of our Certificate of Incorporation.

PROPOSAL3

The Ratification of Appointment of Sherb and Co LLP

as the Company’s Independent Registered Public Accounting Firm (Independent Auditors)

At its April 20, 2007, meeting, the Audit Committee recommended and approved the appointment of Sherb and Co LLP as the Company’s independent registered public accounting firm (independent auditors) to examine the consolidated financial statements of the Company for the year ending December 31, 2007. The Company is seeking the stockholders’ ratification of such action.

It is expected that representatives of Sherb and Co LLP will attend the Meeting and be available to make a statement or respond to appropriate questions.

Your Board And The Audit Committee Recommend That Stockholders

Vote FOR The Ratification of Appointment Of

Sherb and Co LLP As The Company’s Independent Registered Public Accounting Firm (IndependentAuditors).

AUDIT COMMITTEE DISCLOSURE

The Audit Committee is comprised solely of independent and, among other things, is responsible for:

• the appointment of independent auditors; and,

• review the arrangements for and scope of the audit by independent auditors; and,

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• review the independence of the independent auditors; and

• consider the adequacy and effectiveness of the system of internal accounting and financial controls and review any proposed corrective actions; and,

• review and monitor our policies regarding business ethics and conflicts of interest; and,

• discuss with management and the independent auditors our draft quarterly interim and annual financial statements and key accounting and reporting matters; and,

• review the activities and recommendations of our accounting department.

Audit Committee Pre-approval Policy

The Audit Committee has established a pre-approval policy and procedures for audit, audit-related and tax services that can be performed by the independent auditors without specific authorization from the Audit Committee subject to certain restrictions. The policy sets out the specific services pre-approved by the Audit Committee and the applicable limitations, while ensuring the independence of the independent auditors to audit the Company’s financial statements is not impaired. The pre-approval policy does not include a delegation to management of the Audit Committee responsibilities under the Exchange Act. During 2006, the Audit Committee pre-approved all audit and permissible non-audit services provided by our independent auditors.

Service Fees Paid to the Independent Registered Public Accounting Firm

The Audit Committee engaged Sherb and Co LLP to perform an annual audit of the Company’s financial statements for the fiscal year ended December 31, 2006. The following is the breakdown of aggregate fees paid to the auditors for the Company for the last two fiscal years:

	2006		2005
Audit fees	$	105,000	$	98,000
Audit related fees		30,000		22,250
Tax fees		6,000		6,000
All other fees		65,284		36,400
	$	206,284	$	162,650

• “Audit fees” are fees paid for professional services for the audit of our financial statements.

• “Audit Related fees” are fees billed by Sherb and Co. LLP. to us for services not included in the first two categories, specifically, SAS 100 reviews, SEC filings and consents, and accounting consultations on matters addressed during the audit or interim reviews, and review work related to quarterly filings.

• “ Tax fees” are fees primarily for tax compliance in connection with filing US income tax returns.

• “All other fees” are fees paid to Horwath, Sakura and Co for the audit of our subsidiary Rex Tokyo in 2004, which the Company agreed to pay as part of the sale in April 2006.

Report of the Audit Committee

AUDIT COMMITTEE REPORT

The Audit Committee, which is composed of three independent directors (Eric La Cara, Raymond Christinson and Clifford James Bernstein), operates under a written charter adopted by the Board of Directors. Among its functions, the Committee recommends to the board of directors the selection of independent auditors.

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Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls, and the independent auditors are responsible for auditing those financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Committee’s responsibility is to oversee the financial reporting process on behalf of the board of directors and to report the result of their activities to the Board of Directors.

In this context, the Committee has met and held discussions with management and the independent auditors. Management represented to the Committee that our financial statements were prepared in accordance with generally accepted accounting principles, and the Committee has reviewed and discussed the financial statements with management and the independent auditors. The Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

The independent auditors also provided to the committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Committee discussed with the independent auditors their independence and considered the compatibility of permissible non-audit services with the auditors’ independence.

Based upon the Committee’s discussion with management and the independent auditors and the Committee’s review of the representation of management and the report of the independent auditors to the committee, and relying thereon, the Committee recommended that the board of directors include the audited financial statements in our Annual Report on Form 10-K for the years ended December 31, 2006 and 2005 as filed with the SEC.

Audit Committee of the Board of Directors,

Eric La Cara, Chairman

Clifford Bernstein

Raymond Christinson

PROPOSAL4

Adoption of the IA Global, Inc.

2007 Stock Incentive Plan

General

The Company is asking the shareholders to approve the IA Global, Inc. 2007 Stock Incentive Plan (the “Plan”), the material terms of which are more fully described below. The Board of Directors approved the Plan on April 20, 2007, subject to the shareholder approval solicited by this proxy statement. The purpose of the Plan is to assist the Company and its affiliates in attracting, retaining and providing incentives to employees, directors, consultants and independent contractors who serve the Company and its affiliates by offering them the opportunity to acquire or increase their proprietary interest in the Company and to promote the identification of their interests with those of the shareholders of the Company.

Description of the Plan

The Plan permits the grant of Options, Restricted Stock, Restricted Stock Units (“RSUs”) Performance Awards and Other Stock-Based Awards (each, an “Award”). The following summary of the material features of the Plan is entirely qualified by reference to the full text of the Plan, a copy of which is attached hereto as Annex 2. Unless otherwise specified, capitalized terms used in this summary have the meanings assigned to them in the Plan.

Eligibility

All Employees, Non-Employee Directors, consultants and independent contractors of the Company and its Affiliates (“Eligible Persons”) are eligible to receive grants of Awards under the Plan. As of April 25, 2007, the number of employees eligible to participate in the Plan was 24, the number of consultants and independent contractors eligible to participate in the Plan was 1, and the number of non-employee directors eligible to participate in the Plan was 4.

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Administration

Except with respect to Awards granted to Non-Employee Directors, the Plan is administered by the Compensation Committee of the Board of Directors, unless the Board of Directors appoints another committee or person(s) for such purpose. If no such appointment is in effect at any time, the committee shall mean the Board (the “Committee”). With respect to Awards granted to Non-Employee Directors, the Board of Directors serves as the Committee, unless the Board of Directors appoints another committee or person(s) for such purpose. The Committee has plenary authority and discretion to determine the Eligible Persons to whom Awards are granted (each a “Participant”) and the terms of all Awards under the Plan. Subject to the provisions of the Plan, the Committee has authority to interpret the Plan and agreements under the Plan and to make all other determinations relating to the administration of the Plan.

Stock Subject to the Plan

The maximum number of shares of Common Stock that may be issued under the Plan is 20,000,000. If any shares of Restricted Stock are forfeited, or if any Award terminates, expires or is settled without all or a portion of the shares of Common Stock covered by the Award being issued, such shares will again be available for the grant of additional Awards. Further, if an Option is surrendered pursuant to a “net issuance” as described below, the number of shares covered by the surrendered Option, reduced by the number of shares of Common Stock issued pursuant to the net issuance, will be available for the grant of additional Awards.

Options

The Plan authorizes the grant of Nonqualified Stock Options and Incentive Stock Options. Incentive Stock Options are stock options that satisfy the requirements of Section 422 of the Code and may be granted only to Section 422 Employees. A Section 422 Employee is an Employee who is employed by the Company or a “parent corporation” or “subsidiary corporation” (defined in Sections 424(e) and (f) of the Code) with respect to the Company, including a “parent corporation” or “subsidiary corporation” that becomes such after the adoption of the Plan. Nonqualified Stock Options are stock options that do not satisfy the requirements of Section 422 of the Code. The exercise of an Option permits the Participant to purchase shares of Common Stock from the Company at a specified exercise price per share. Options granted under the Plan are exercisable upon such terms and conditions as the Committee shall determine. The exercise price per share and manner of payment for shares purchased pursuant to Options are determined by the Committee, subject to the terms of the Plan. The per share exercise price of Options granted under the Plan may not be less than the fair market value (110% of the fair market value in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder) per share on the date of grant. The Plan provides that the term during which Options may be exercised is determined by the Committee, except that no Option may be exercised more than ten years (five years in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder) after its date of grant. The Committee may permit the exercise of an Option on a “net issuance” basis pursuant to which the Participant surrenders an Option and receives in exchange shares of Common Stock with a fair market value on the date of surrender equal to the difference between (i) the fair market value of the shares subject to the surrendered Option, and (ii) the exercise price of the surrendered Option. The Committee may condition the grant or vesting of an Option on the achievement of one or more Performance Goals, as described below.

Restricted Stock Awards

The Plan authorizes the Committee to grant Restricted Stock Awards. Shares of Common Stock covered by a Restricted Stock Award are restricted against transfer and subject to forfeiture and such other terms and conditions as the Committee determines. Such terms and conditions may provide, in the discretion of the Committee, for the vesting of awards of Restricted Stock to be contingent upon the achievement of one or more Performance Goals, as described below.

RSUs

The Plan authorizes the Committee to grant RSU Awards. RSU Awards granted under the Plan are contingent awards of Common Stock (or the cash equivalent thereof). Pursuant to such Awards, shares of Common Stock are issued subject to such terms and conditions as the Committee deems appropriate, including terms that condition the issuance of the shares upon the achievement of one or more Performance Goals, as described below. Unlike in the case of awards of Restricted Stock, shares of Common Stock are not issued immediately upon the award of RSUs, but instead shares of Common Stock (or the case equivalent thereof) are issued upon the satisfaction of such terms and conditions as the Committee may specify, including the achievement of one or more Performance Goals.

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Performance Awards

The Plan authorizes the grant of Performance Awards. Performance Awards provide for payments in cash, shares of Common Stock or a combination thereof contingent upon the attainment of one or more Performance Goals established by the Committee. For purposes of the limit on the number of shares of Common Stock with respect to which an Employee may be granted Awards during any fiscal year, a Performance Award is deemed to cover the number of shares of Common Stock equal to the maximum number of shares that may be issued upon payment of the Award. The maximum cash amount that may be paid to any Employee pursuant to all Performance Awards granted to such Employee during a fiscal year may not exceed $250,000.

Other Stock-Based Awards

The Plan authorizes the grant of Other Stock-Based Awards. Other Stock-Based Awards shall cover such number of shares of Common Stock and have such terms and conditions as the Committee shall determine, including terms that condition the payment or vesting the Other Stock-Based Award upon the achievement of one or more Performance Goals.

Dividends and Dividend Equivalents

The terms of an Award may, at the Committee’s discretion, provide a Participant with the right to receive dividend payments or dividend equivalent payments with respect to shares of Common Stock covered by the Award. Such payments may either be made currently or credited to any account established for the Participant, and may be settled in cash or shares of Common Stock.

Performance Goals

The terms and conditions of an Award may provide for the grant, vesting or payment of the Award to be contingent upon the achievement of one or more specified Performance Goals established by the Committee. For this purpose, “Performance Goals” means performance goals established by the Committee which may be based on earnings or earnings growth, sales, return on assets, cash flow, total shareholder return, equity or investment, regulatory compliance, satisfactory internal or external audits, improvement of financial ratings, achievement of balance sheet or income statement objectives, implementation or completion of one or more projects or transactions, or any other objective goals established by the Committee, and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such Performance Goals may be particular to an Eligible Person or the department, branch, Affiliate, or division in which the Eligible Person works, or may be based on the performance of the Company, one or more Affiliates, or the Company and one or more Affiliates, and may cover such period as may be specified by the Committee.

Capital Adjustments

If the outstanding Common Stock of the Company changes as a result of a stock dividend, stock split, reverse stock split, spin-off, recapitalization, reclassification, combination or exchange of shares, merger, consolidation or liquidation or the like, the Committee shall substitute or adjust: (a) the number and class of securities subject to outstanding Awards, (b) the type of consideration to be received upon exercise or vesting of an Award, (c) the exercise price of Options, (d) the aggregate number and class of securities for which Awards may be granted under the Plan, and/or (e) the maximum number of Shares with respect to which an Employee may be granted Awards during the fiscal year.

Withholding

The Company is generally required to withhold tax on the amount of income recognized by a Participant with respect to an Award. Withholding requirements may be satisfied, as provided in the agreement evidencing the Award, by (a) tender of a cash payment to the Company, (b) withholding of shares of Common Stock otherwise issuable, or (c) delivery to the Company by the Participant of unencumbered shares of Common Stock.

Termination and Amendment

The Board of Directors may amend or terminate the Plan at any time. However, after the Plan has been approved by the stockholders of the Company, the Board of Directors may not amend or terminate the Plan without the approval of (a) the Company’s stockholders if stockholder approval of the amendment is required by applicable law, rules or regulations, and (b) each affected

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Participant if such amendment or termination would adversely affect such Participant’s rights or obligations under any Awards granted prior to the date of the amendment or termination.

Term of the Plan

Unless sooner terminated by the Board of Directors, the Plan will terminate on April 20, 2017. Once the Plan is terminated, no further Awards may be granted or awarded under the Plan. Termination of the Plan will not affect the validity of any Awards outstanding on the date of termination.

Summary of Certain Federal Income Tax Consequences

The following discussion briefly summarizes certain United States federal income tax aspects of Awards granted pursuant to the Plan. State, local and foreign tax consequences may differ.

Incentive Stock Options. Generally, a Participant who is granted an Incentive Stock Option will not recognize income on the grant or exercise of the Option. However, the difference between the exercise price and the fair market value of the stock on the date of exercise is an adjustment item for purposes of the alternative minimum tax. If a Participant does not exercise an Incentive Stock Option within certain specified periods after termination of employment, the Participant will recognize ordinary income on the exercise of the Incentive Stock Option in the same manner as on the exercise of a Nonqualified Stock Option, as described below.

The general rule is that gain or loss from the sale or exchange of shares of Common Stock acquired on the exercise of an Incentive Stock Option will be treated as capital gain or loss. If certain holding period requirements are not satisfied, however, the Participant generally will recognize ordinary income at the time of the disposition. Gain recognized on the disposition in excess of the ordinary income resulting therefrom will be capital gain, and any loss recognized will be a capital loss.

Nonqualified Stock Options, RSUs, Performance Awards and Other Stock-Based Awards. A Participant generally is not required to recognize income on the grant of a Nonqualified Stock Option, RSU, Performance Award or Other Stock-Based Award. Instead, ordinary income generally is required to be recognized on the date the Nonqualified Stock Option is exercised, or in the case of an RSU, Performance Award or Other Stock-Based Award, on the date of payment of such Award in cash and/or shares of Common Stock. In general, the amount of ordinary income required to be recognized is: (a) in the case of a Nonqualified Stock Option, an amount equal to the excess, if any, of the fair market value of the shares of Common Stock on the date of exercise over the exercise price; and (b) in the case of an RSU, Performance Award or Other Stock-Based Award, the amount of cash and the fair market value of any shares of Common Stock received.

Restricted Stock. Unless a Participant who is granted shares of Restricted Stock makes an election under Section 83(b) of the Code as described below, the Participant generally is not required to recognize ordinary income on the award of Restricted Stock. Instead, on the date the shares vest (i.e. become transferable or no longer subject to a substantial risk of forfeiture), the Participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares of Restricted Stock on such date over the amount, if any, paid for such shares. If a Participant makes a Section 83(b) election to recognize ordinary income on the date the shares of Restricted Stock are awarded, the amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the Participant will not be required to recognize additional ordinary income when the shares vest.

Gain or Loss on Sale or Exchange of Shares. In general, gain or loss from the sale or exchange of shares of Common Stock granted or awarded under the Plan will be treated as capital gain or loss, provided that the shares are held as capital assets at the time of the sale or exchange. However, if certain holding period requirements are not satisfied at the time of a sale or exchange of shares of Common Stock acquired upon exercise of an Incentive Stock Option (a “disqualifying disposition”), a Participant generally will be required to recognize ordinary income upon such disposition.

Deductibility by Company. The Company generally is not allowed a deduction in connection with the grant or exercise of an Incentive Stock Option. However, if a Participant is required to recognize ordinary income as a result of a disqualifying disposition, the Company generally will be entitled to a deduction equal to the amount of ordinary income so recognized. In general, in the case of a Nonqualified Stock Option (including an Incentive Stock Option that is treated as a Nonqualified Stock Option, as described above), a Restricted Stock Award, an RSU, a Performance Award or an Other Stock-Based Award, the Company will be allowed a deduction in an amount equal to the amount of ordinary income recognized by the Participant, provided that certain income tax reporting requirements are satisfied.

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Parachute Payments. Where payments to certain persons that are contingent on a change in control exceed limits specified in the Code, the person generally is liable for a 20 percent excise tax on, and the corporation or other entity making the payment generally is not entitled to any deduction for, a specified portion of such payments. Under the Plan, the Committee has plenary authority and discretion to determine the vesting schedule of Awards. Any Award under which vesting is accelerated by a change in control of the Company, would be relevant in determining whether the excise tax and deduction disallowance rules would be triggered.

Performance-Based Compensation. Subject to certain exceptions, Section 162(m) of the Code disallows federal income tax deductions for compensation paid by a publicly-held corporation to certain executives to the extent the amount paid to an executive exceeds $1 million for the taxable year. The Plan has been designed to allow the grant of Awards that qualify under an exception to the deduction limit of Section 162(m) for “performance-based compensation.”

Tax Rules Affecting Nonqualified Deferred Compensation Plans. Section 409A of the Code imposes tax rules that apply to “nonqualified deferred compensation plans.” Failure to comply with, or to qualify for an exemption from, the new rules with respect to an Award could result in significant adverse tax results to the Award recipient including immediate taxation upon vesting, an additional income tax of 20 percent of the amount of income so recognized, plus a special interest payment. The Plan is intended to comply with Section 409A of the Code to the extent applicable, and the Committee will administer and interpret the Plan and Awards accordingly.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2006, the Company had the following equity compensation plans in place: 1999 and 2000 Stock Option Plans.

Your Board Recommends That Stockholders

Vote FOR The Adoption of the IA Global, Inc. 2007 Stock Incentive Plan

PROPOSAL5

To Amend and Restate

the IA Global, Inc. Bylaws

Since our formation in 1998, our Bylaws have never been amended. Our Board of Directors has determined that it is in our best interests and the best interests of our shareholders to delete information that is solely of historical interest, to update our Bylaws to current Delaware law, to add an advance notice provision regarding how shareholders can bring a shareholder proposal before an annual meeting, to change the number of directors to no more than nine, and to make other minor stylistic, definitional and clarifying drafting alterations.

A copy of the entire text of the proposed Amended and Restated Bylaws, which sets forth the amendments discussed above is attached as Annex 3 to this proxy statement. The above description of the amendments to our Amended and Restated Bylaws are a summary only and you should read the proposed Amended and Restated Bylaws that are attached to this proxy statement in their entirety.

Under Delaware law, the approval of the proposed Amended and Restated Bylaws requires the affirmative vote of the holders of a majority of the total number of issued and outstanding shares of our common stock.

Your Board Recommends That Stockholders

Vote FOR The Amendment and Restatement of the IA Global, Inc. Bylaws

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SECTION16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company’s executive officers, Directors and 10% stockholders are required under the Exchange Act to file reports of ownership and changes in ownership with the SEC. Copies of these reports must also be furnished to the Company.

Based solely on a review of copies of reports furnished to the Company, or written representations that no reports were required, the Company believes that during 2006 its executive officers, Directors and 10% holders complied with all filing requirements.

STOCKHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING OF STOCKHOLDERS

If any stockholder intends to present a proposal to be considered for inclusion in the Company’s proxy material in connection with the 2008 Annual Meeting of Stockholders, the proposal must be in proper form (per SEC Regulation 14A, Rule 14a-8—Stockholder Proposals) and received by the Secretary of the Company on or before February 6, 2008.

OTHER BUSINESS

The Company’s management does not know of any other matter to be presented for action at the Annual Meeting. If any other matter should be properly presented at the Annual Meeting, however, it is the intention of the persons named in the accompanying proxy to vote said proxy in accordance with their best judgment.

A copy of our 2006 Annual Report on Form 10-K for the year ended December31, 2006, as filed with the SEC, accompanies this Proxy Statement. Any exhibit to Form10-K is also available upon written request at a reasonable charge for copying and mailing. Written requests should be addressed to Investor Relations, 101 California Street, Suite 2450, San Francisco, CA 94111. Copies of these documents may also be accessed electronically by means of the SEC’s website at http://www.sec.gov. The Annual Report on Form10-K is not part of the proxy solicitation materials.

Mark Scott

Secretary

San Francisco, June 4, 2007 

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EX-99

Annex 1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

IA GLOBAL, INC.

The undersigned, Mark Scott, Chief Operating and Financial Officer, hereby certifies that:

1. He is the duly elected and acting Chief Operating and Financial Officer of IA Global, Inc., a Delaware corporation (the “Corporation”).

2. The Corporation was originally incorporated under the name foreignTV.com, Inc. by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware on November 12, 1998, and was subsequently amended on December 28, 1999, December 28, 2001, January 3, 2003, June 17, 2004, June 7, 2005, and February 2, 2007 (“Existing Certificate”).

3. At a meeting of the Board of Directors of the Corporation on April 20, 2007, at which a quorum was present and voting, pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, the directors voted unanimously to amend and restate the Corporation’s Certificate of Incorporation, subject to approval of the amendment and restatement by the stockholders of the Corporation.

4. The proposed amendment and restatement was approved by the stockholders of the Corporation on June 29, 2007, at the annual meeting of the Corporation conducted in accordance with Sections 212 and 242 of the General Corporation Law of the State of Delaware.

5. The Existing Certificate is hereby amended and restated to read in full as follows:

ARTICLE I

The name of the company is “IA Global, Inc.” (the “Corporation”).

ARTICLE II

The address, including street number and zip code, of the initial registered office of the Corporation and the name of its initial registered agent at such address is:

Corporation Service Company

2711 Centerville Road

New Castle County

Wilmington, Delaware 19808

1

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful activity for which corporations may be organized under the DGCL. The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

ARTICLE IV

4.1 Authorized Shares.

The total number of shares of all classes of stock that the Corporation shall have the authority to issue is 250,005,000 of which 250,000,000 of such shares shall be Common Stock , all of one class, having a par value of $0.01 per share (“Common Stock”), and 5,000 of such shares shall be Preferred Stock, having a par value of $0.01 per share (“Preferred Stock”).

4.2 Common Stock.

4.2.1 Relative Rights

The Common Stock shall be subject to all of the rights, privileges, preferences and priorities of the Preferred Stock as set forth in the certificate of designations filed to establish the respective series of Preferred Stock. Each share of Common Stock shall have the same relative rights as and be identical in all respects to all the other shares of Common Stock.

4.2.2 Dividends

Whenever there shall have been paid, or declared and set aside for payment, to the holders of shares of any class of stock having preference over the Common Stock as to the payment of dividends, the full amount of dividends and of sinking fund or retirement payments, if any, to which such holders are respectively entitled in preference to the Common Stock, then dividends may be paid on the Common Stock and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends thereon, but only when and as declared by the Board of Directors of the Corporation.

4.2.3 Dissolution, Liquidation, Winding Up

In the event of any dissolution, liquidation, or winding up of the Corporation, whether voluntary or involuntary, the holders of the Common Stock, and holders of any class or series of stock entitled to participate therewith, in whole or in part, as to the distribution of assets in such event, shall become entitled to participate in the distribution of any assets of the Corporation remaining after the Corporation shall have paid, or provided for payment of, all debts and liabilities of the Corporation and after the Corporation shall have paid, or set aside for payment, to the holders of any class of stock having preference over the Common Stock in the event of dissolution, liquidation or winding up the full preferential amounts (if any) to which they are entitled.

2

4.2.4 Voting Rights

Each holder of shares of Common Stock shall be entitled to attend all special and annual meetings of the stockholders of the Corporation and, share for share and without regard to class, together with the holders of all other classes of stock entitled to attend such meetings and to vote (except any class or series of stock having special voting rights), to cast one vote for each outstanding share of Common Stock so held upon any matter or thing (including, without limitation, the election of one or more directors) properly considered and acted upon by the stockholders.

4.3 Preferred Stock.

The Board of Directors (the “Board”) is authorized, subject to limitations prescribed by the DGCL and the provisions of this Certificate of Incorporation, to provide, by resolution or resolutions from time to time and by filing a certificate of designations pursuant to the DGCL, for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, to fix the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series and to fix the qualifications, limitations or restrictions thereof.

ARTICLE V

The Corporation shall have a perpetual existence.

ARTICLE VI

The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation:

6.1Management of Business and Affairs of the Corporation. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

6.2Number Of Directors. The number of directors that constitute the whole Board shall be fixed exclusively in the manner designated in the Bylaws of the Corporation.

6.3Removal Of Directors. The stockholders may remove one or more Directors with or without cause, but only at a special meeting called for the purpose of removing the Director or Directors, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Director or Directors.

6.4Vacancies On Board. If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, the Board may fill the vacancy, or, if the Directors in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Directors in office. The stockholders may fill a vacancy only if there are no Directors in office.

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6.5Amending Bylaws. The Board shall have the power to adopt, amend or repeal the Bylaws of this Corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to amend or repeal the Bylaws of this Corporation and to adopt new Bylaws.

6.6Election of Directors. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VII

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provision of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation, as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE VIII

This Corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter permitted by the DGCL, and the rights of the stockholders of this Corporation are granted subject to this reservation.

ARTICLE IX

9.1Stockholder Actions. Whenever stockholders are required or permitted to take any action at a meeting or by vote, such action may be taken without a meeting, without prior notice and without a vote, by consent in writing setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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9.2Number Of Votes Necessary To Approve Actions. Whenever the DGCL permits a corporation’s certificate of incorporation to specify that a lesser number of shares than would otherwise be required shall suffice to approve an action by stockholders, this Certificate of Incorporation hereby specify that the number of shares required to approve such an action shall be such lesser number.

9.3Special Meetings Of Stockholders. So long as this Corporation is a public company, special meetings of the stockholders of the Corporation for any purpose may be called at any time by the Board or, if the Directors in office constitute fewer than a quorum of the Board, by the affirmative vote of a majority of all the Directors in office, but such special meetings may not be called by any other person or persons.

9.4Place For Stockholder Meetings. Meetings of the Stockholders may be held anywhere within or without the State of Delaware.

9.5Quorum For Meetings Of Stockholders. Except with respect to any greater requirement contained in these Certificate of Incorporation or the DGCL, one-third of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Certificate of Incorporation or the DGCL, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy, shall constitute a quorum of such shares at a meeting of stockholders.

ARTICLE X

10.1Indemnification. A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended after approval by the stockholders of this Article X to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended from time to time.

10.2Authorization. The Board may take such action as is necessary to carry out these indemnification and expense advancement provisions. It is expressly empowered to adopt, approve, and amend from time to time such Bylaws, resolutions, contracts, or further indemnification and expense advancement arrangements as may be permitted by law, implementing these provisions. Such Bylaws, resolutions, contracts or further arrangements shall include but not be limited to implementing the manner in which determinations as to any indemnity or advancement of expenses shall be made.

10.3Effect Of Amendment. No amendment or repeal of this Article shall apply to or have any effect on any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation this __th day of ____, 2007.

_____________________________________

Mark Scott, Chief Operating and Financial Officer

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EX-99

Annex 2

IA GLOBAL, INC.

2007 STOCK INCENTIVE PLAN

1.Definitions. In the Plan, except where the context otherwise indicates, the following definitions shall apply:

1.1.“Affiliate” means a corporation, partnership, business trust, limited liability company or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is owned by the Company, either directly or indirectly, and any other entity, designated by the Committee, in which the Company has a significant interest.

1.2.“Agreement” means a written agreement or other document evidencing an Award that shall be in such form as the Committee may specify. The Committee in its discretion may, but not need, require a Participant to sign an Agreement.

1.3.“Award” means a grant of an Option, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award.

1.4.“Board” means the Board of Directors of the Company.

1.5.“Code” means the Internal Revenue Code of 1986, as amended.

1.6.“Committee” means the Compensation Committee of the Board or such other committee(s) appointed by the Board to administer the Plan or to make and/or administer specific Awards hereunder. If no such appointment is in effect at any time, “Committee” shall mean the Board. Notwithstanding the foregoing, “Committee” means the Board for purposes of granting Awards to Non-Employee Directors and administering the Plan with respect to those Awards, unless the Board determines otherwise.

1.7.“Common Stock” means the Company’s common stock, par value $.01 per share.

1.8.“Company” means IA Global, Inc., and any successor thereto.

1.9.“Date of Exercise” means the date on which the Company receives notice of the exercise of an Option in accordance with Section 7.1.

1.10.“Date of Grant” means the date on which an Award is granted under the Plan.

1.11.“Eligible Person” means any person who is (a) an Employee (b) a Non-Employee Director or (c) a consultant or independent contractor to the Company or an Affiliate.

1.12.“Employee” means any individual determined by the Committee to be an employee of the Company or an Affiliate.

1.13.“Exercise Price” means the price per Share at which an Option may be exercised.

1.14.“Fair Market Value” means, an amount equal to the then fair market value of a Share as determined by the Committee pursuant to a reasonable method adopted in good faith for such purpose, or, unless otherwise determined by the Committee, if the Common Stock is traded on a securities exchange or automated dealer quotation system, fair market value shall be the last sale price for a Share, as of the relevant date, on such securities exchange or automated dealer quotation system as reported by such source as the Committee may select;provided however, that in the case of an Option, in all events Fair Market Value shall be determined pursuant to a method permitted by Section 409A of the Code for determining the fair market value of stock subject to a nonqualified stock option that does not provide for a deferral of compensation within the meaning of Section 409A of the Code.

1.15.“Incentive Stock Option” means an Option that the Committee designates as an incentive stock option under Section 422 of the Code.

1.16.“Non-Employee Director” means any member of the Board, or of an Affiliate’s board of directors who is not an Employee.

1.17.“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

1.18.“Option” means an option to purchase Shares granted pursuant to Section 6.

1.19.“Option Period” means the period during which an Option may be exercised.

1.20.“Other Stock-Based Award” means an Award granted pursuant to Section 12.

1.21.“Participant” means an Eligible Person who has been granted an Award.

1.22.“Performance Award” means a performance award granted pursuant to Section 10.

1.23.“Performance Goals” means performance goals established by the Committee which may be based on earnings or earnings growth, sales, return on assets, cash flow, total shareholder return, equity or investment, regulatory compliance, satisfactory internal or external audits, improvement of financial ratings, achievement of balance sheet or income statement objectives, implementation or completion of one or

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more projects or transactions, or any other objective goals established by the Committee, and which may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such performance goals may be particular to an Eligible Person or the department, branch, Affiliate, or division in which the Eligible Person works, or may be based on the performance of the Company, one or more Affiliates, or the Company and one or more Affiliates, and may cover such period as may be specified by the Committee.

1.24.“Plan” means this IA Global, Inc. 2007 Stock Incentive Plan, as amended from time to time.

1.25.“Restricted Stock” means Shares granted pursuant to Section 8.

1.26.“Restricted Stock Units” means an Award providing for the contingent grant of Shares (or the cash equivalent thereof) pursuant to Section 9.

1.27.“Section 422 Employee” means an Employee who is employed by the Company or a “parent corporation” or “subsidiary corporation” (each as defined in Sections 424(e) and (f) of the Code) with respect to the Company, including a “parent corporation” or “subsidiary corporation” that becomes such after adoption of the Plan.

1.28.“Share” means a share of Common Stock.

1.29.“Ten-Percent Stockholder” means a Section 422 Employee who (applying the rules of Section 424(d) of the Code) owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a “parent corporation” or “subsidiary corporation” (each as defined in Sections 424(e) and (f) of the Code) with respect to the Company.

2.Purpose. The Plan is intended to assist the Company and its Affiliates in attracting and retaining Eligible Persons of outstanding ability and to promote the identification of their interests with those of the stockholders of the Company and its Affiliates.

3.Administration. The Committee shall administer the Plan and shall have plenary authority, in its discretion, to grant Awards to Eligible Persons, subject to the provisions of the Plan. The Committee shall have plenary authority and discretion, subject to the provisions of the Plan, to determine the Eligible Persons to whom Awards shall be granted, the terms (which terms need not be identical) of all Awards, including without limitation the Exercise Price of Options, the time or times at which Awards are granted, the number of Shares covered by Awards, whether an Option shall be an Incentive Stock Option or a Nonqualified Stock Option, any exceptions to nontransferability, any Performance Goals applicable to Awards, any provisions relating to vesting, and the period during which Options may be exercised and Restricted Stock shall be subject to restrictions. In making these determinations, the Committee may take into account the nature of the services rendered or to be rendered by Award recipients, their present and potential contributions to the success of the Company and its Affiliates,

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and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall have plenary authority to interpret the Plan and Agreements, prescribe, amend and rescind rules and regulations relating to them, and make all other determinations deemed necessary or advisable for the administration of the Plan and Awards granted thereunder. The determinations of the Committee on the matters referred to in this Section 3 shall be binding and final. The Committee may delegate its authority under this Section 3 and the terms of the Plan to such extent it deems desirable and is consistent with the requirements of applicable law.

4.Eligibility. Awards may be granted only to Eligible Persons; provided that (a) Incentive Stock Options may be granted only Eligible Persons who are Section 422 Employees; and (b) Options may be granted only to persons with respect to whom Shares constitute stock of the service recipient (within the meaning of Section 409A of the Code and the applicable Treasury Regulations thereunder).

5.Stock Subject to Plan.

5.1.Subject to adjustment as provided in Section 13, (a) the maximum number of Shares that may be issued under the Plan is 20,000,000 Shares, provided that no more than 20,000,000 Shares may be issued pursuant to Awards that are not Options, and (b) the maximum number of Shares with respect to which an Employee may be granted Awards under the Plan during a fiscal year is 2,000,000 Shares. Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been, or may be, reacquired by the Company in the open market, in private transactions, or otherwise.

5.2.If an Option expires or terminates for any reason without having been fully exercised or is surrendered pursuant to Section 6.4, if shares of Restricted Stock are forfeited, or if Shares covered by a Performance Award are not issued or are forfeited, the unissued or forfeited Shares that had been subject to the Award shall be available for the grant of additional Awards; provided, however, that in the case of Shares that are withheld to pay withholding taxes with respect to an Award, no such withheld Shares shall again be available for the grant of Awards hereunder.

6.Options.

6.1.Options granted under the Plan to Eligible Persons shall be either Incentive Stock Options or Nonqualified Stock Options, as designated by the Committee; provided, however, that Incentive Stock Options may be granted only to Eligible Persons who are Section 422 Employees on the Date of Grant. Each Option granted under the Plan shall be identified as either a Nonqualified Stock Option or an Incentive Stock Option and shall be evidenced by an Agreement that specifies the terms and conditions of the Option. Options shall be subject to the terms and conditions set forth in this Section 6 and such other terms and conditions not inconsistent with the Plan as the Committee may specify. The Committee, in its discretion, may condition the grant or vesting of an Option upon the achievement of one or more specified Performance Goals.

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6.2.The Exercise Price of an Option granted under the Plan shall not be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to an Employee who, on the Date of Grant is a Ten-Percent Shareholder, the Exercise Price shall not be less than 110% of the Fair Market Value of a Share on the Date of Grant.

6.3.The Committee shall determine the Option Period for an Option, which shall be specifically set forth in the Agreement; provided that an Option shall not be exercisable after ten years (five years in the case of an Incentive Stock Option granted to an Employee who on the Date of Grant is a Ten-Percent Stockholder) from its Date of Grant.

6.4.To the extent provided in an Agreement, a Participant may surrender to the Company an Option (or a portion thereof) that has become exercisable and to receive upon such surrender, without any payment to the Company (other than required tax withholding amounts), that number of Shares (equal to the highest whole number of Shares) having an aggregate Fair Market Value as of the date of surrender equal to that number of Shares subject to the Option (or portion thereof) being surrendered multiplied by an amount equal to the excess of (a) the Fair Market Value on the date of surrender over (b) the Exercise Price, plus an amount of cash equal to the fair market value of any fractional Share to which the Participant would be entitled but for the parenthetical above relating to whole number of Shares. Any such surrender shall be treated as the exercise of the Option (or portion thereof).

7.Exercise of Options.

7.1.Subject to the terms of the applicable Agreement, an Option may be exercised, in whole or in part, by delivering to the Company a notice of the exercise, in such form as the Committee may prescribe, accompanied, in the case of an Option, by (a) a full payment for the Shares with respect to which the Option is exercised or (b) to the extent provided in the applicable Agreement, irrevocable instructions to a broker to deliver promptly to the Company cash equal to the exercise price of the Option. To the extent provided in the applicable Agreement, payment may be made by (a) delivery (including constructive delivery) of Shares (provided that such Shares, if acquired pursuant to an Option or other Award granted hereunder or under any other compensation plan maintained by the Company or any Affiliate, have been held by the Participant for at least six months, or such other period, if any, as may be required by the Committee), valued at Fair Market Value on the Date of Exercise or (b) delivery of a promissory note as provided in Section 7.2.

7.2.To the extent provided in the applicable Agreement and permitted by applicable law, the Committee may accept as payment of all or a portion of the Exercise Price a promissory note executed by the Participant evidencing the Participant’s obligation to make future cash payment thereof. Promissory notes made pursuant to this Section 7.2 shall (a) be secured by a pledge of the Shares received upon exercise of the Option, (b) bear interest at a rate fixed by the Committee, and (c) contain such other terms and conditions as the Committee may determine in its discretion.

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8.Restricted Stock Awards. Each grant of Restricted Stock under the Plan shall be subject to an Agreement specifying the terms and conditions of the Award. Restricted Stock granted under the Plan shall consist of Shares that are restricted as to transfer, subject to forfeiture, and subject to such other terms and conditions as the Committee may specify. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of such transfer restrictions or forfeiture provisions to be contingent upon the achievement of one or more specified Performance Goals.

9.Restricted Stock Unit Awards. Each grant of Restricted Stock Units under the Plan shall be evidenced by an Agreement that (a) provides for the issuance of Shares to a Participant at such time(s) as the Committee may specify and (b) contains such other terms and conditions as the Committee may specify, including without limitation, terms that condition the issuance of Restricted Stock Unit Awards upon the achievement of one or more specified Performance Goals.

10.Performance Awards. Each Performance Award granted under the Plan shall be evidenced by an Agreement that (a) provides for the payment of cash and/or issuance of Shares to a Participant contingent upon the attainment of one or more specified Performance Goals, and (b) contains such other terms and conditions as may be determined by the Committee. For purposes of Section 5.1(b) hereof, a Performance Award shall be deemed to cover a number of Shares equal to the maximum number of Shares that may be issued upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a fiscal year shall not exceed $250,000.

11.Dividends and Dividend Equivalents. The terms of an Award may provide a Participant with the right, subject to such terms and conditions as the Committee may specify, to receive dividend payments or dividend equivalent payments with respect to Shares covered by the Award, which payments may be either made currently or credited to an account established for the Participant, and may be settled in cash or Shares, as determined by the Committee.

12.Other Stock-Based Awards. The Committee may in its discretion grant stock-based awards of a type other than those otherwise provided for in the Plan, including the issuance or offer for sale of unrestricted Shares (“Other Stock-Based Awards”). Other Stock-Based Awards shall cover such number of Shares and have such terms and conditions as the Committee shall determine, including terms that condition the payment or vesting the Other Stock-Based Award upon the achievement of one or more Performance Goals.

13.Capital Events and Adjustments. In the event of any change in the outstanding Common Stock by reason of any stock dividend, stock split, reverse stock split, spin-off, recapitalization, reclassification, combination or exchange of shares, merger, consolidation, liquidation or the like, the Committee shall provide for a substitution for or adjustment in (a) the number and class of securities subject to outstanding Awards or the type of consideration to be received upon the exercise or vesting of outstanding Awards, (b) the Exercise Price of Options, (c) the aggregate

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number and class of Shares for which Awards thereafter may be granted under the Plan and (d) the maximum number of Shares with respect to which an Employee may be granted Awards during the period specified in Section 5.1(b).

14.Termination or Amendment. The Board may amend or terminate the Plan in any respect at any time; provided, however, that, after the Plan has been approved by the stockholders of the Company, the Board shall not amend or terminate the Plan without approval of (a) the Company’s stockholders to the extent stockholder approval of the amendment is required by applicable law or regulations or the requirements of the principal exchange or interdealer quotation system on which the Common Stock is listed or quoted, if any, and (b) each affected Participant if such amendment or termination would adversely affect such Participant’s rights or obligations under any Award granted prior to the date of such amendment or termination.

15.Modification, Substitution of Awards.

15.1.Subject to the terms and conditions of the Plan, the Committee may modify the terms of any outstanding Awards; provided, however, that (a) no modification of an Award shall, without the consent of the Participant, alter or impair any of the Participant’s rights or obligations under such Award and (b) subject to Section 13, in no event may (i) an Option be modified to reduce the Exercise Price of the Option, or (ii) an Option be cancelled or surrendered in consideration for the grant of a new Option with a lower Exercise Price.

15.2.Anything contained herein to the contrary notwithstanding, Awards may, at the discretion of the Committee, be granted under the Plan in substitution for stock options and other awards covering capital stock of another corporation which is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by, the Company or an Affiliate. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in the Plan to such extent as the Committee may deem appropriate in order to conform, in whole or part, to the provisions of the awards in substitution for which they are granted. Such substitute Awards shall not be counted toward the Share limit imposed by Section 5.1(b), except to the extent the Committee determines that counting such Awards is required in order for Awards granted hereunder to be eligible to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code.

15.3.Any provision of the Plan or any Agreement to the contrary notwithstanding, in the event of a merger or consolidation to which the Company is a party, the Committee shall take such actions, if any, as it deems necessary or appropriate to prevent the enlargement or diminishment of Participants’ rights under the Plan and Awards granted hereunder, and may, in its discretion, cause any Award granted hereunder to be canceled in consideration of a cash payment equal to the fair value of the canceled Award, as determined by the Committee in its discretion. Unless the Committee determines otherwise, the fair value of an Option shall be deemed to be equal to the product of (a) the number of Shares the Option covers (and has not previously been

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exercised) and (b) the excess, if any, of the Fair Market Value of a Share as of the date of cancellation over the Exercise Price of the Option.

16.Foreign Employees. Without amendment of the Plan, the Committee may grant Awards to Eligible Persons who are subject to the laws of foreign countries or jurisdictions on such terms and conditions different from those specified in the Plan as may in the judgement of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan. The Committee may make such modifications, amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with provisions of laws of other countries or jurisdictions in which the Company or any Affiliate operates or has employees.

17.Stockholder Approval. The Plan, and any amendments hereto requiring stockholder approval pursuant to Section 14, are subject to approval by vote of the stockholders of the Company at the next annual or special meeting of stockholders following adoption by the Board.

18.Withholding. The Company’s obligation to issue or deliver Shares or pay any amount pursuant to the terms of any Award granted hereunder shall be subject to satisfaction of applicable federal, state, local, and foreign tax withholding requirements. To the extent provided in the applicable Agreement and in accordance with rules prescribed by the Committee, a Participant may satisfy any such withholding tax obligation by one or any combination of the following means: (a) tendering a cash payment, (b) authorizing the Company to withhold Shares otherwise issuable to the Participant, or (c) delivering to the Company already-owned and unencumbered Shares.

19.Term of Plan. Unless sooner terminated by the Board pursuant to Section 14, the Plan shall terminate on the date that is ten years after the earlier of that date that the Plan is adopted by the Board or approved by the Company’s stockholders, and no Awards may be granted or awarded after such date. The termination of the Plan shall not affect the validity of any Award outstanding on the date of termination.

20.Indemnification of Committee. In addition to such other rights of indemnification as they may have as members of the Board or Committee, members of the Committee shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted thereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Company.

21.General Provisions.

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21.1.The establishment of the Plan shall not confer upon any Eligible Person any legal or equitable right against the Company, any Affiliate or the Committee, except as expressly provided in the Plan. Participation in the Plan shall not give an Eligible Person any right to be retained in the service of the Company or any Affiliate.

21.2.Neither the adoption of the Plan nor its submission to the Company’s stockholders shall be taken to impose any limitations on the powers of the Company or its Affiliates to issue, grant or assume options, warrants, rights, restricted stock or other awards otherwise than under the Plan, or to adopt other stock option, restricted stock, or other plans, or to impose any requirement of stockholder approval upon the same.

21.3.The interests of any Eligible Person under the Plan are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered except to the extent provided in an Agreement.

21.4.The Plan shall be governed, construed and administered in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles.

21.5.The Committee may require each person acquiring Shares pursuant to Awards granted hereunder to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares issued pursuant to the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or interdealer quotation system upon which the Common Stock is then quoted, and any applicable federal or state securities laws. The Committee may place a legend or legends on any such certificates to make appropriate reference to such restrictions.

21.6.The Company shall not be required to issue any certificate or certificates for Shares with respect to Awards granted under the Plan, or record any person as a holder of record of such Shares, without obtaining, to the complete satisfaction of the Committee, the approval of all regulatory bodies deemed necessary by the Committee, and without complying, to the Board’s or Committee’s complete satisfaction, with all rules and regulations under federal, state or local law deemed applicable by the Committee.

21.7.To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or automated dealer quotation system on which the Shares are traded. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued

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or paid in lieu of any fractional Shares or whether any fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

21.8.Notwithstanding any other provision of the Plan to the contrary, to the extent any Award (or a modification of an Award) under the Plan results in the deferral of compensation (for purposes of Section 409A of the Code), the terms and conditions of the Award shall comply with Section 409A of the Code.

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EX-99

Annex 3

AMENDED AND RESTATED

BYLAWS

OF

IA GLOBAL, INC.

SECTION 1. OFFICES

1.1.   Registered Office. The registered office of IA Global, Inc. (“Corporation”) in the State of Delaware is located at the Corporation Services Company, 2711 Centerville Road, Wilmington, Delaware 19808.

1.2.   Principal Office. The principal office of the Corporation shall be located at the principal place of business of such other place as the Board of Directors (“Board” and each a “Director”) may designate. The Corporation may have such other offices as the Board may designate or as the business of the Corporation may require.

SECTION 2. STOCKHOLDERS

2.1.   Annual Meeting. The annual meeting of the stockholders to elect Directors and transact such other business as may properly come before the meeting shall be held on a date not more than 180 days after the end of the Corporation’s fiscal year, such date and time to be determined by the Board.

2.2.   Special Meetings. Special meetings of the stockholders may be called at any time by the Chief Executive or Operating Officers or a majority of the Board.

2.3.   Date, Time and Place of Meeting. Except as otherwise provide in these Bylaws, all meetings of stockholders, including those held pursuant to demand by stockholders, shall be held on such date and at such time and place designated by or at the direction of the Board.

2.4.   Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by or at the direction of the Board, the Chairman of the Board, the Chief Executive or Operating Officers or the Secretary to each stockholder entitled to notice of or to vote at the meeting not less than 10 nor more than 60 days before the meeting, except that notice of a meeting to act on an amendment to the Certificate of Incorporation, a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the Corporation’s assets other than in the regular course of business or the dissolution of the Corporation shall be given not less than 20 or more than 60 days before such meeting. If an annual or special stockholders’ meeting is adjourned to a different date, time or place, no notice of the new date, time or place is required if they are announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be given to stockholders entitled to notice of or to vote as of the new record date.

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Such notice may be transmitted by mail, private carrier, personal delivery, telegraph, teletype or communications equipment that transmits a facsimile of the notice. If those forms of written notice are impractical in the view of the Board, the Chairman of the Board, the President or the Secretary, written notice may be transmitted by an advertisement in a newspaper of general circulation in the area of the Corporation’s principal office. If such notice is mailed, it shall be deemed effective when deposited in the official government mail, first-class postage prepaid, properly addressed to the stockholder at such stockholder’s address as it appears in the Corporation’s current record of stockholders. Notice given in any other manner shall be deemed effective when dispatched to the stockholder’s address, telephone number or other number appearing on the records of the Corporation. Any notice given by publication as herein provided shall be deemed effective five days after first publication.

2.5.   Waiver of Notice. Whenever any notice is required to be given by an stockholder under the provisions of these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law (“DGCL”), a waiver of notice in writing, signed by the person or persons entitled to such notice and delivered to the Corporation, whether before or after the date and time of the meeting or before or after the action to be taken by consent is effective, shall be deemed equivalent to the giving of such notice. Further, notice of the time, place and purpose of any meeting will be deemed to be waived by any stockholder by attendance in person or by proxy, unless such stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

2.6.   Fixing of Record Date for Determining Stockholders. For the purpose of determining stockholders entitled (a) to notice of or to vote at any meeting of stockholders or any adjournment thereof, (b) to demand a special meeting, or (c) to receive payment of any dividend, or in order to make a determination of stockholders for any other purpose, the Board may fix a future date as the record date for any such determination. Such record date shall be not more than 60 days, and, in case of a meeting of stockholders, not less than 10 days, prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote a meeting, the record date shall be the day immediately preceding the date on which notice of the meeting is first given to stockholders. Such a determination shall apply to any adjournment of the meeting unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is set for the determination of stockholders entitled to receive payment of any stock, dividend or distribution (other than one involving a purchase, redemption or other acquisition of the Corporation’s shares), the record date shall be the date the Board authorizes the stock dividend or distribution. The Corporation shall not close its stock transfer books for any purpose while any shares are listed on any stock exchange.

2.7.   Advance Notice of Business at Annual Meetings. At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be brought properly before an annual meeting, business must be either (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of

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the President or the Board, (2) otherwise properly brought before the meeting by or at the direction of the Board, or (3) properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be brought properly before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation by the close of business on the Advance Notice Date (as defined below). A stockholder’s notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and record address of the stockholder proposing such business, (3) the class and number of shares of the corporation that are beneficially owned by the stockholder and (4) any material interest of the stockholder in such business.

For the purposes of these Bylaws, the “Advance Notice Date” shall be one of the following:

(a)in the case of an annual meeting only, the date 75 days before the anniversary date of the prior year’s meeting, if (i) there was an annual meeting in the prior year and (ii) the date of the current year’s annual meeting is not more than 30 days before or after the anniversary date of the prior year’s annual meeting; or

(b)if clause (a) does not apply, the date 45 days prior to the date of the current year’s annual meeting or a special meeting if at least 60 days’ notice or prior public disclosure of the date of the current year’s annual meeting or the special meeting is given or made; or

(c)if neither clause (a) nor clause (b) applies, the date 15 days after the day on which notice of the date of the current year’s annual meeting or the special meeting was mailed or public disclosure was made.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2.7, provided, however, that nothing in this Section 2.7 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedure.

The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the foregoing procedure, and if the chairman should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

2.8.   Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make or have made, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be

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open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on anelectronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the stock ledger, the list required by this section or the books and records of the corporation or to vote in person or by proxy at any meeting of stockholders.

2.9.   Quorum. Except with respect to any greater requirement contained in the Certificate of Incorporation or the DGCL, one-third of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Certificate of Incorporation or the DGCL, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy, shall constitute a quorum of such shares at a meeting of stockholders. If less than the required number of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment (unless a new record date is or must be set for the adjourned meeting), notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.10.   Manner Of Acting. If a quorum is present, action on a matter other than the election of Directors shall be approved if the votes cast in favor of the action by the shares entitled to vote and be counted collectively upon such matter exceed the votes cast against such action by the shares entitled to vote and be counted collectively thereon, unless the Certificate of Incorporation or the DGCL requires a greater number of affirmative votes. Whenever the DGCL permits a Corporation’s Bylaws to specify that a lesser number of shares than would otherwise be required shall suffice to approve an action by stockholders, these Bylaws hereby specify that the number of shares required to approve such an action shall be such lesser number.

2.11.   Proxies. A stockholder may vote by proxy executed in writing by the stockholder or by his or her attorney-in-fact or agent. Such proxy shall be effective when received by the Secretary or other officer or agent authorized to tabulate votes. A proxy shall become invalid 3 years after the date of its execution, unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle its holder to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment.

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2.12.   Voting Shares. Except as provided in the Certificate of Incorporation, each outstanding share entitled to vote with respect to a matter submitted to a meeting of stockholders shall be entitled to one vote upon such matter.

2.13.   Voting for Directors.

2.13.1. Except as otherwise required by law, directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.

2.13.2. Whenever any corporate action, other than the election of directors, is to be taken by vote of the stockholders at a meeting, it shall, except as otherwise required by law or the Certificate of Incorporation, be authorized by a majority of the votes cast thereat, in person or by proxy.

2.14.   Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order specified and if present and acting: the Chairman of the Board, the Chief Executive or Operating Officers, or if none of the foregoing is in office and present and acting, a chairman designated by the Board or, in the absence of such designation, a chairman chosen by the stockholders at the meeting. The Secretary of the Corporation, if present, shall act as secretary of every meeting, but if the Secretary is not present the chairman of the meeting shall appoint a secretary of the meeting.

The Board may adopt such rules, regulations and procedures for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgement of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, (i) the establishment of an agenda or order of business for the meeting, (ii) rules and procedures for maintaining order at the meeting and the safety of those present, (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine, (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.15.   Action Without A Meeting. Whenever stockholders are required or permitted to take any action at a meeting or by vote, such action may be taken without a meeting, without prior notice and without a vote, by consent in writing setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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2.16.   Inspectors of Election.

2.16.1. The Chairman of any meeting of the stockholders may appoint one or more Inspectors of Election (“Inspectors”). Any Inspector may be removed, and a new Inspector or Inspectors appointed, by the Board at any time.

2.16.2. The Inspectors need not be stockholders of the Corporation, and any director or officer of the Corporation may be an Inspector on any question other than a vote for or against his election to any position with the Corporation or on any other matter in which he may be directly interested.

2.16.3. Any Inspector so appointed to act at any meeting of the stockholders, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality, and according to the best of his or her ability.

2.16.4. The Inspectors shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, hear and determine all challenges and questions arising in connection with the right to vote, decide upon the qualifications of voters, accept, count and tabulate all votes and ballots (if any), declare the results of such vote, and do such acts as are proper to conduct the election or vote with fairness to all stockholders entitled to vote thereat.

2.16.5. Unless waived by vote of the stockholders pursuant to these Bylaws, the Inspectors shall deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the question, respectively, as well as any challenge , question or matter determined by him or them at such meeting.

SECTION 3. BOARD OF DIRECTORS

3.1.   General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Certificate of Incorporation or the DGCL.

3.2.   Number and Tenure. The Board shall be composed of not less than one nor more than nine Directors. At each annual meeting of stockholders, directors shall be elected to serve until the next annual meeting or until his or her resignation or removal. At each meeting of the stockholders for the election of directors at which a quorum is present, the persons receiving the greatest number of votes, up to the number of directors to be elected, of the stockholders present in person or by proxy and entitled to vote thereon shall be the directors; provided, however, that for purposes of such vote no stockholder shall be allowed to cumulate his votes. Election of directors may be conducted in any manner approved at such meeting.

3.3.   Annual and Regular Meetings. An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of stockholders. By

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resolution the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution.

3.4.   Special Meetings. Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any one-third or more of the Directors in office and, in the case of any special meeting of any committee designated by the Board, by its Chairman. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them.

3.5.   Meetings by Communications Equipment. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by, or conduct the meeting through the use of, any means of communication by which all Directors participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

3.6.   Notice Of Special Meetings. Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting. It shall be deemed sufficient notice to a director to send notice by mail at least five days before the meeting, or by fax at least two days before the meeting.

3.7.   Waiver of Notice.

3.7.1.   In Writing. Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Certificate of Incorporation or the DGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice and delivered to the Corporation, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee designated by the Board need be specified in the waiver of notice of such meeting.

3.7.2.   By Attendance. A Director’s attendance at or participation in a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at such meeting and does not thereafter vote for or assent to action taken at the meeting.

3.8.   Quorum.

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3.8.1.   A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting, except that when the number of Directors constituting the whole Board shall be an even number, one-half of that number shall constitute a quorum. If less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.8.2.   A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the committee meeting from time to time without further notice.

3.9.   Manner of Acting. If a quorum is present when the vote is taken, the act of the majority of the Directors present at a Board or committee meeting shall be the act of the Board or such committee, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL.

3.10.   Presumption of Assent. A Director of the Corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director’s arrival, to holding the meeting or transacting any business at such meeting, (b) the Director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

3.11.   Action by Board or Committees Without a Meeting. Any action that could be taken at a meeting of the Board or of any committee created by the Board may be taken without a meeting if one or more written consents setting forth the action so taken are signed by each of the Directors or by each committee member either before or after the action is taken and delivered to the Corporation. Action taken by written consent of Directors without a meeting is effective when the last Director signs the consent, unless the consent specifies a later effective date. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

3.12.   Resignation. Any Director may resign from the Board or any committee of the Board at any time by delivering either oral tender of resignation at any meeting of the Board or any committee, or written notice to the Chairman of the Board, the Chief Executive or Operating Officers, the Secretary or the Board. Any such resignation is effective upon delivery thereof unless the notice of resignation specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.13.   Removal. At a meeting of stockholders called expressly for that purpose, one or more members of the Board, including the entire Board, may be removed with or without cause (unless the Certificate of Incorporation permit removal for cause only) by the holders of the

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shares entitled to elect the Director or Directors whose removal is sought if the number of votes cast to remove the Director exceeds the number of votes cast not to remove the Director.

3.14.   Vacancies. If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, the Board may fill the vacancy, or, if the Directors in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Directors in office. The stockholders may fill a vacancy only if there are no Directors in office. A Director elected to fill a vacancy shall serve only until the next election of Directors by the stockholders.

3.15.   Executive and Other Committees.

3.15.1.   Creation Of Committees. The Board, by resolution adopted by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws, may create standing or temporary committees, including an Executive Committee, and appoint members from its own number and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, the Certificate of Incorporation, these Bylaws and applicable law. Each committee must have two or more members, who shall serve at the pleasure of the Board.

3.15.2.   Authority of Committees. Each Committee shall have and may exercise all the authority of the Board to the extent provided in the resolution of the Board creating the committee and any subsequent resolutions adopted in like manner, except that no such committee shall have the authority to: (1) authorize or approve a distribution except according to a general formula or method prescribed by the Board, (2) approve or propose to stockholders actions or proposals required by the DGCL to be approved by stockholders, (3) fill vacancies on the Board or any committee thereof, (4) amend the Certificate of Incorporation pursuant to DGCL, (5) adopt, amend or repeal Bylaws, (6) approve a plan of merger not requiring stockholder approval, or (7) authorize or approve the issuance or sale of contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares except that the Board may authorize a committee or a senior executive officer of the Corporation to do so within limits specifically prescribed by the Board.

3.15.3.   Minutes of Meetings. All committees shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.15.4.   Removal. The Board may remove any member of any committee elected or appointed by it but only by the affirmative vote of the greater of a majority of Directors then in office and the number of Directors required to take action in accordance with these Bylaws.

3.16.   Compensation. By Board resolution, Directors and committee members may be paid either expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the Corporation in any other capacity and receiving compensation therefore.

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3.17.   Qualification of Directors. A director need not be a stockholder, a citizen of the United States or a resident of the State of Delaware.

3.18.   Interest of Director in a Transaction.

3.18.1. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorized the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee, in good faith, authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than as quorum; or

(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved, in good faith, by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

3.18.2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.

SECTION 4. OFFICERS

4.1.   Appointment and Term. The officers of the Corporation shall be those officers appointed from time to time by the Board or by any other officer empowered to do so. The Board shall have sole power and authority to appoint executive officers. As used herein, the term “executive officer” shall mean the President, the chief financial officer and any other officer designated by the Board as an executive officer. The Board or the President may appoint such other officers to hold office for such period, have such authority and perform such duties as may be prescribed. The Board may delegate to any other officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is appointed.

4.2.   Resignation. Any officer may resign at any time by delivering written notice to the Corporation. Any such resignation is effective upon delivery, unless the notice of resignation specifies a later effective date, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

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4.3.   Removal. Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed at any time, with or without cause, by any officer authorized to appoint such officer or assistant officer.

4.4.   Contract Rights of Officers. The appointment of an officer does not itself create contract rights.

4.5.   Chairman of the Board. If appointed, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time, and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board of Chairman of such meetings.

4.6.   Chief Executive Officer. The chief executive officer of the Corporation shall have all the rights and powers incident to that position, and shall have such other duties and powers as may be prescribed by the Board of

4.7.   Chief Operating Officer. In the event of the death of the Chief Executive Officer or his or her inability to act, the Chief Operating Officer shall perform the duties of the Chief Executive Officer, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the Chief Executive Officer. The Chief Operating Officer shall perform such other duties as from time to time may be assigned to them by the Chief Executive Officer or by or at the direction of the Board.

4.8.   Secretary. If appointed, the Secretary shall be responsible for preparation of minutes of the meetings of the Board and stockholders, maintenance of the Corporation records and stock registers, and authentication of the Corporation’s records, and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.9.   Treasurer. If appointed, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.10.   Salaries. The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.

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SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER.

5.1.   Issuance of Shares. No shares of the Corporation shall be issued unless authorized by the Board, or by a committee designated by the Board to the extent such committee is empowered to do so.

5.2.   Certificates for Shares. Certificates representing shares of the Corporation shall be signed, either manually or in facsimile, by the President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary and shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares. All certificates shall be consecutively numbered or otherwise identified.

5.3.   Stock Records. The stock transfer books shall be kept at the principal office at the Corporation or at the office of the Corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the Corporation. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

5.4.   Transfer of Shares of Stock. Subject to the restrictions, if any, stated or noted on the stock certificates, transfers of shares of the Corporation shall be made only on the stock transfer books of the Corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled.

5.5.   Lost or Destroyed Certificates. In the case of a lost, destroyed or damaged certificate, a new certificate may be issued in its place upon such terms and indemnity to the Corporation as the Board may prescribe.

SECTION 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

6.1.   Action by Others. The Corporation (1) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director or an officer of the Corporation and (2) except as otherwise required by Section 6.3 of this Article, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, agent of or participant in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts actually and reasonably incurred by such person in connection

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with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, andwith respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

6.2.   Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, agent of or participant in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

6.3.   Successful Defense. To the extent that it is determined by a final judicial determination that a person who is or was a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6.1 or Section 6.2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

6.4.   Specific Authorization. Any indemnification under Section 6.1 or Section 6.2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in said Sections 6.1 and 6.2. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

6.5.   Advance of Expenses. Expenses incurred by any person who may have a right of indemnification under this Article in defending a civil or criminal action, suit or proceeding may

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be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be finally judicially determined that he or she is not entitled to be indemnified by the Corporation pursuant to this Article.

6.6.   Right of Indemnity Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

6.7.   Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of or participant in another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article, Section 145 of the DGCL or otherwise.

6.8.   Invalidity of Any Provisions of This Article. The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

SECTION 7. AMENDMENTS.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board, except that the Board may not repeal or amend any Bylaw that the stockholders have expressly provided, in amending or repealing such Bylaw, may not be amended or repealed by the Board. The stockholders may also alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the stockholders.

SECTION 8. GENERAL PROVISIONS

8.1.   Fiscal Year. Except as otherwise designated from time to time by the Board , the fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.

8.2.   Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board. The Secretary shall be the custodian of the seal, and a duplicate seal may be kept and used by any other officer the Board may authorize.

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8.3.   Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as in effect from time to time.

8.4.   Execution of Instruments. The President and the Secretary shall have power to execute and deliver on behalf and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation, including deeds, contracts, mortgages, bonds, notes, debentures, checks, drafts and other orders for the payment of money. In addition, the Board, the President and the Secretary may expressly delegate such powers to any other officer or agent of the Corporation.

8.5.   Voting of Securities. The Chief Executive or Operating Officers and the Secretary, and each other person authorized by the Board, each acting singly, may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) at any meeting of stockholders or owners of other interests of any other corporation or organization the securities of which may be held by this Corporation. In addition, the Board, the Chief Executive or Operating Officers or the Secretary may expressly delegate such powers to any other officer or agent of the Corporation.

8.6.   Evidence of Authority. A certificate by the Secretary or a temporary secretary as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall, as to all persons who rely on the certificate in good faith, be conclusive evidence of that action.

8.7.   Transactions with Interested Parties. No contract or transaction between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for that reason or solely because the director or officer is present at or participates in the meeting of the Board or a committee of the Board that authorizes the contract or transaction or solely because the vote of any such director is counted for such purpose, if:

(a)The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board or such committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b)The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c)The contract or transaction is fair to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee of the Board or the stockholders.

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Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee that authorizes the contract or transaction.

8.8.   Books and Records. The books and records of the Corporation shall be kept at such places within or without the State of Delaware as the Board may from time to time determine.

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