AMENDMENT 2 TO OPTION EXERCISE, TRANSITION AND CONSOLIDATION AGREEMENT IA GLOBAL, INC QUIKCAT AUSTRALIA PTY LTD MARIE-ROSE PONTRÉ NANOCAT TECHNOLOGIES PTE LTD email@gtlaw.com.au www.gtlaw.com.au Telephone + 61 2 9263 4000 Facsimile + 61 2 9263 4111

Exhibit 10.1

AMENDMENT 2 TO OPTION

EXERCISE, TRANSITION AND

CONSOLIDATION AGREEMENT

IA GLOBAL, INC

QUIKCAT AUSTRALIA PTY LTD

XXXXX-XXXX PONTRÉ

NANOCAT TECHNOLOGIES PTE LTD

0 Xxxx Xxxxxx  Xxxxxx  XXX  0000  Xxxxxxxxx

xxxxx@xxxxx.xxx.xx  xxx.xxxxx.xxx.xx  Telephone + 00 0 0000 0000  Facsimile + 61 2 9263 4111

DEED OF AGREEMENT DATED 20 SEPTEMBER 2005

PARTIES

1. IA GLOBAL INC a corporation organized under the laws of the State of Delaware of 000 X. Xxx Xxxxxx, Xxxxx 000, Xxxxx, XX 00000 Xxxxxx Xxxxxx of America (IAO)

2. QUIKCAT AUSTRALIA PTY LTD (ABN 82 106 946 043) of 0/00 Xxxxx Xxxxxx, Xxxxx, Xxxxxxx Xxxxxxxxx 0000 Xxxxxxxxx (QCA)

3. XXXXX-XXXX PONTRÉ of 0/00 Xxxxx Xxxxxx, Xxxxx, Xxxxxxx Xxxxxxxxx 0000 Xxxxxxxxx (Pontré)

4. NANOCAT TECHNOLOGIES PTE LTD Reg. No. 200206435N a company incorporated under the law of Singapore of 000X Xxxxxxx Xxxxx Xxxx, Xxxxxxxxx 000000 (NanoCAT)

WHEREAS, the Parties entered into the Option Exercise, Transition and Consolidation Agreement (the “Consolidation Agreement”) dated May 28, 2005 and Amendment to Option Exercise, Transition and Consolidation Agreement (the “Amended Consolidation Agreement”) dated September 5, 2005; and

WHEREAS, the Parties desire to cooperatively agree to review the patent assignment to QCA pursuant to the Internet Accelerator Assignment Agreement dated 15 September 2004.

NOW THEREFORE, in consideration of the mutual covenants and promises herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties each intending to be legally bound, agree to amend the Consolidation Agreement as follows:

Variation of Option - Payment due on Exercise of the Option and Option Exercise Date

1. Section 2.2 (c) of the Amended Consolidation Agreement is amended as follows:

(a) Delete the existing clause 2.2 (c) in its entirety; and

(b) Replace with a new clause 2.2 (c) as follows:

”as to US$30,000, on or before September 23, 2005.

”as to US$115,000, on or before October 10, 2005.

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(c) For the sake of clarity, the existing clauses 2.3 (a) i and 2.3 (a) ii of the Consolidation Agreement remain unchanged.

3. Except as expressly amended herein, there are no other amendments, implied or otherwise, to the Consolidation Agreement or any other agreement between the parties.

4. Nothing in this Agreement affects the continuing operation of provisions of the Consolidation Agreement or the Amended Consolidation Agreement, except to the extent expressly stated otherwise in this Agreement.

5. This agreement may be executed in any number of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument.

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IN WITNESS WHEREOF each of the parties hereto executes this Agreement as of September 20, 2005.

SIGNED AND DELIVERED by
IA GLOBAL INC by:

/s/ XXXX XXXXX

Signature of Director and Authorised
Signatory XXXX XXXXX

September 20, 2005

Date

SIGNED AND DELIVERED by
QUIKCAT AUSTRALIA PTY LTD by:

/s/ XXXX XXXXXXX

Signature of Director and Authorised
Signatory XXXX XXXXXXX

September 20, 2005

Date

SIGNED AND DELIVERED by
XXXXX-XXXX PONTRÉ
in the presence of: __________________________________ Witness /s/ XXXXX-XXXX XXXXXX XXXXX-XXXX XXXXXX September 20, 2005 Date

SIGNED AND DELIVERED by
NANOCAT TECHNOLOGIES PTE LTD by:

/s/ XXXXXX XXXXX

Signature of Director and Authorised
Signatory XXXXXX XXXXX

September 20, 2005

Date

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