ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

by and among

IA GLOBAL, INC.

and

IA GLOBAL ACQUISITION CO.

and

NANOCAT TECHNOLOGIES PTE LIMITED

dated as of

9 February , 2005

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TABLE OF CONTENTS

1. DEFINITIONS................................................................4

2. PURCHASE AND SALE..........................................................8

2.1. Purchase and Sale of Assets.........................................8

2.2. Incidental Rights and Assets........................................9

2.3. Assumed Liabilities.................................................9

2.4. Retained Liabilities................................................9

2.5. Agreement to Purchase...............................................9

2.6. Consideration......................................................10

2.7. Liquidation of the Company.........................................11

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND IAO.....................11

3.1. Organization.......................................................11

3.2. Authorization, Execution and Enforceability........................11

3.3. Absence of Restrictions, Conflicts and Required Consents...........11

3.4. Restriction on Assignment or Sale of Assets........................11

3.5. Ownership of Assets and Related Matters............................11

3.6. Legal Proceedings..................................................12

3.7. Compliance with Legal Requirements.................................12

3.8. Intellectual Property..............................................12

3.9. Disclosure.........................................................13

3.10. Disclosure.........................................................14

3.11. Disclaimer of Other Representations and Warranties.................14

4. REPRESENTATIONS AND WARRANTIES OF PURCHASER...............................14

4.1. Organization.......................................................14

4.2. Authorization, Execution and Enforceability........................14

4.3. Absence of Restrictions, Conflicts and Required Consents...........14

5. CERTAIN COVENANTS AND AGREEMENTS..........................................15

5.1. Access and Information.............................................15

5.2. Conduct of Business Pending Closing................................15

5.3. Notice; Efforts to Remedy; Reports.................................16

5.4. Taxes..............................................................16

5.5. Further Assurances.................................................16

5.6. Public Statements..................................................16

6. CONDITIONS PRECEDENT TO THE CLOSING.......................................16

6.1. Conditions to Each Party's Obligations.............................16

6.2. Conditions to the Obligations of the Company.......................17

6.3. Conditions to the Obligations of Purchaser.........................17

7. CLOSING...................................................................18

7.1. Closing Date.......................................................18

7.2. Closing Steps......................................................18

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8. INDEMNIFICATION...........................................................18

8.1. Survival...........................................................18

8.2. Indemnification Provisions for Benefit of the Purchaser............19

9. TERMINATION...............................................................19

9.1. Termination........................................................19

9.2. Effect of Termination..............................................20

10. NOTICES...................................................................20

11. MISCELLANEOUS.............................................................21

11.1. Attachments........................................................21

11.2. Entire Agreement...................................................21

11.3. Disclosure Schedules...............................................22

11.4. Enforcement of Agreement...........................................22

11.5. Succession and Assignment..........................................22

11.6. Number; Gender.....................................................22

11.7. Captions 22

11.9. Controlling Law; Integration; Amendment; Certain

Construction Rules...............................................22

11.9. Counterparts; Execution and Delivery of Signature Pages............23

11.10. No Third Party Beneficiary.........................................23

11.11. Waiver 23..........................................................23

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), is made and entered

into effective this 9th day of February, 2005, by and among IA GLOBAL, INC., a

corporation organized and existing under the laws of the State of Delaware

("IAO"), IA GLOBAL ACQUISITION CO., a corporation organized and existing under

the laws of that same state ("Company") and NANOCAT TECHNOLOGIES PTE LIMITED,

Reg No. 200206435N a corporation registered under the laws of the Republic of

Singapore ("Purchaser"). Each of IAO, the Company and the Purchaser shall

hereinafter be referred to individually as a "Party" and collectively as

"Parties".

W I T N E S S E T H T H A T :

WHEREAS, QuikCAT Australia Pty Limited of 3/56 Mount Street, West Perth

WA 6005, Australia ABN 82 106 946 043 ("QuikCAT Australia"), IAO and the Company

are parties to a non-binding letter agreement dated December 20, 2004 ("Letter

Agreement") which describes, subject to longer form definitive agreements to be

negotiated by them in good faith, the general terms on which the Purchaser will

acquire or have assigned to it certain of the assets or rights of the Company,

including:

(a) all assets and rights acquired by IAO from QuikCAT.COM Inc, a Delaware

corporation (being the then Debtor-In-Possession in Case No. 03-12179-H in the

United States Bankruptcy Court for the Northern District of Ohio), pursuant to

the Asset Purchase Agreement between those parties dated 13 April 2004 and

approved by that court (the "Bankruptcy Assets");

(b) any and all rights, including Intellectual Property rights or rights to

acquire Intellectual Property rights, obtained by IAO under the ICG Security

Documentation executed by Innovative Computing Group, Inc, a corporation

organized and existing under the laws of the State of Ohio ("ICG"), in favour of

IAO and dated 5 February 2004 (the "Miliki Supercompressor Rights"); and

(c) any additions, developments and modifications to the assets and rights of

the Company (including but not limited to the Bankruptcy Assets, the Kyocera

Project and the Miliki Supercompressor Rights (also known as "Shrink")); and

(d) all right, title and interest of the Company in certain agreed Contracts.

WHEREAS, the Parties desire to formalise the Letter Agreement by

entering into this Agreement pursuant to which the Company proposes to sell to

the Purchaser, and the Purchaser proposes to purchase, or have assigned to it,

the assets and rights referred to above and assume certain of the accounts

payable and other contractual liabilities and obligations of the Company as set

out in this Agreement.

WHEREAS, the Parties wish to make certain other agreements and

undertakings;

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NOW, THEREFORE, in consideration of the premises and the mutual

promises and agreements contained herein, the Parties hereto, intending to be

legally bound, hereby agree as follows:

1. DEFINITIONS.

For purposes of this Agreement, the following terms shall have the

following meanings:

"Affiliate" of any Person (as hereinafter defined) means (i) any

director, officer or employee of such Person, (ii) any direct or indirect holder

of five percent (5%) or more of the outstanding capital stock of such Person,

(iii) any spouse, parent, sibling, or descendant of such Person, (iv) any trust,

partnership, limited partnership or limited liability company, in whole or in

part, for the benefit of, or owned by, such Person or any Person specified in

clauses (i), (ii) or (iii) hereof, and (v) any other Person that, directly or

indirectly, controls, is controlled by or is under common control with such

Person. For the purposes of this definition, "control" (including with

correlative meanings, the terms "controlling," "controlled by," and "under

common control with") as applied to any Person, means the possession, directly

or indirectly, of the power to direct or cause the direction of the management

and policies of that Person, whether through ownership of voting securities or

by contract or otherwise.

"Ancillary Documents" means, collectively, the Company Ancillary

Documents (as defined below) and the Purchaser Ancillary Documents (as defined

below).

"Assets" has the meaning given to it in clause 2.1.

"Bankruptcy Assets" has the meaning given to it in paragraph (a) of the

preamble to this Agreement.

"Breach" means any violation or breach of, any misrepresentation or

inaccuracy in, any default under, any conflict with, or any failure to perform

or comply with any representation, warranty, covenant, obligation or other

provision of, or any event which results in Liability or Encumbrance under this

Agreement or any Ancillary Document, any Contract any Governing Document or

other instrument or any event which with the passing of time or the giving of

notice, or both, would constitute such a violation, breach, misrepresentation,

inaccuracy, default, conflict or failure. When used with respect to this

Agreement or any Ancillary Document, a "Breach" will also be deemed to include

any occurrence or circumstance that is or was inconsistent with any

representation, warranty, covenant, promise, obligation, duty under, or other

provision of, this Agreement or such Ancillary Document, respectively.

"Business" means the business of the Company in providing software that

accelerates the transfer of data using the Internet and compresses data for the

purposes of storage, and includes commercial activities concerning the use or

exploitation of the Assets and the performance of the Assumed Contracts.

"Business Day" means any day on which banks are not required to trade

or authorized to close in Fairfax, Virginia.

"Closing" has the meaning given to it in clause 7.1.

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"Closing Date" has the meaning given to it in clause 7.1.

"Company Ancillary Document" means each certificate, agreement,

document and instrument executed and delivered by the Company in connection with

the Contemplated Transactions.

"Consent" means any consent, approval, ratification, registration,

filing, application, notice, transfer, qualification, waiver or authorization of

any kind of any Person.

"Contemplated Transactions" means such transactions as are required to

be consummated by the Parties hereto pursuant to this Agreement and the

Ancillary Documents.

"Contract" means any contract, agreement, purchase order, mortgage,

promissory note, deed to secure debt, deed of trust, debt instrument, lease,

easement, franchise, lease, license, commitment, arrangement, warranty,

undertaking or understanding to which any Person is a party or bound or to which

his, her or its property is subject, whether written or oral, and including each

and every amendment, modification or supplement to any of them.

"Customary Enforceability Limitations" means bankruptcy, insolvency or

other similar laws affecting the enforcement of creditors' rights generally and

general principles of equity (regardless of whether enforcement is sought or

considered in a Proceeding in equity or at law).

"Disclosure Schedule" means each Schedule which relates to a

representation or warranty herein by any Party.

"Encumbrance" means any charge, claim, condition, equitable interest,

encumbrance, lien, option, pledge, security interest, mortgage, right of way,

easement, encroachment, servitude, right of first option, right of first refusal

or restriction of any kind, including any restriction on use, voting (in the

case of any security), transfer, receipt of income, or on the exercise of any

other attribute of ownership.

"Exhibit" means each written document which is labeled as an "Exhibit"

or which is attached to and referenced in a written document labeled as an

"Exhibit," and which is attached to, or placed underneath or adjacent to, the

executed version of this Agreement.

"Governing Documents" means, (a) with respect to the Company, the

Company's certificate of incorporation and bylaws; (b) with respect to the

Purchaser, the Purchaser's certificate of incorporation and bylaws; and (c) with

respect to the Company or the Purchaser or any other Person (other than an

individual natural person), any other indenture, trust, charter or similar

document adopted or filed in connection with the creation, formation or

organization of such Person; all securityholders' agreements, voting agreements,

voting trust agreements, joint venture agreements, registration rights

agreements or other agreements or documents relating to the organization,

management or operation of such Person, or relating to the rights, duties and

obligations of the stockholders, members, beneficiaries, trustees, partners or

other Persons having legal or beneficial interests in such aforementioned

Persons; and any amendment or supplement to any of the foregoing.

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"Governmental Authorization" means any Consent, license, registration,

plan, certificate or permit issued, granted, given or otherwise made available

by or under the authority of any Governmental Body (as defined below) or

pursuant to any Legal Requirement (as defined below).

"Governmental Body" means, with respect to any Jurisdiction (as defined

below) or combination of Jurisdictions, (i) any federal, state, local,

municipal, foreign or other government; governmental or quasi-governmental

authority of any nature (including any agency, branch, department, board,

commission, court, tribunal or other entity exercising governmental or

quasi-governmental powers); (ii) any multi-national organization or body; (iii)

any body exercising, or entitled to exercise, any administrative, executive,

judicial, legislative, police, regulatory or taxing authority or power over such

Jurisdiction, with respect to its Persons, properties or otherwise; and (iv) any

official of any of the foregoing.

"ICG Letter Agreement" means the letter agreement by and between IAO

and ICG dated 5 February 2004.

"ICG Security Agreement" means the Security Agreement dated 5 February

2004 between ICG and IAO executed in conjunction with the issuance of the

Secured Promissory Note.

"ICG Security Documentation" means the ICG Security Agreement, ICG

Letter Agreement and Secured Promissory Note.

"Intellectual Property" means (a) all discoveries, innovations,

inventions and all improvements thereto and all classes and types of patents,

including, without limitation, utility models, utility patents and design

patents, and all patent applications and patent disclosures, together with all

reissuances, continuations, continuations-in-part, revisions, extensions, and

reexaminations thereof, (b) all registered and unregistered trademarks, service

marks, trade dress and logos, including all goodwill associated therewith, and

all applications, registrations, and renewals in connection therewith, (c) all

works of authorship and all copyrights therein, whether such works are published

or unpublished works, and all applications, registrations and renewals in

connection therewith, (d) all trade secrets, know-how, product prototypes, and

all proprietary, technical and non-technical data and information, including,

without limitation, customer lists, supplier lists, pricing and cost

information, business and marketing plans and other confidential business

information, (e) all computer programs and related code and software other than

commercially available "off-the-shelf" software, (f) all domain name

registrations and URL addresses, (g) all other recognizable equivalent

proprietary rights, and (h) all copies and tangible embodiments of the

foregoing, whether arising under the laws of the United States or any other

Jurisdiction.

"Internet Accelerator Agreement Deed of Variation" shall mean the deed

of variation to the Internet Accelerator Agreement between IAO, the Company and

QuikCAT Australia dated the same date as this Agreement.

"Jurisdiction" means any nation, state, commonwealth, judicial circuit,

region, county, city, town, village, district or other jurisdiction;

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"Knowledge": An individual natural person shall be deemed to have

"Knowledge" of a particular fact or other matter if:

(a) such individual natural person is actually aware of such fact or

other matter; or

(b) a prudent individual natural person in a similar position could be

expected to discover or otherwise become aware of such fact or other matter in

the course of conducting a reasonable investigation regarding the accuracy of

any representations or warranties contained in this Agreement, which

investigation such prudent individual natural person shall be deemed to have

conducted.

A Person (other than an individual natural person) will be deemed to have

"Knowledge" of a particular fact or other matter if any individual natural

person who is serving, or who has at any time served, as a director, officer,

partner, manager, executor or trustee of such Person (or in any similar

capacity) has, or at any time had, Knowledge of such fact or other matter (under

the standards set forth in clauses (a) and/or (b) above), provided that in the

case of each of IAO and the Company such Persons shall be deemed to have

"Knowledge" of a particular fact or other matter only if Alan Margerison or Mark

Scott has Knowledge of such fact or matter under the standards set forth in

clauses (a) and/or (b) above.

"Legal Requirement" means any federal, state, local, municipal,

foreign, international, multinational or other constitution, law, statute, rule,

regulation, ordinance, principle of common law or treaty.

"Letter Agreement" has the meaning given to it in the preamble to this

Agreement.

"Liability" means, with respect to any Person, any claim, loss

(including diminution in value), cost, expense, penalty, fine, judgment, damage,

liability, loss of rights, or obligation of such Person of any kind, character

or description, whether known or unknown, absolute or contingent, accrued or

unaccrued, asserted or unasserted, liquidated or unliquidated, secured or

unsecured, joint or several, due or to become due, vested or unvested,

executory, determined, determinable or otherwise and whether or not the same is

required to be accrued on the financial statements of such Person and whether or

not involving a third party claim.

"Material Adverse Effect" means any state of facts, event, development,

change or effect that either individually or together with any other state(s) of

fact, event(s), development(s), change(s) or effect(s) has had or could

reasonably be expected to have, a material adverse effect on the Assets taken as

a whole, or which could reasonably be expected to prevent or materially delay

the consummation of the Contemplated Transactions.

"Miliki Supercompressor Rights" has the meaning given to it in

paragraph (c) of the preamble to this Agreement.

"Non-Governmental Authorisation" has the meaning given to it in clause

3.6.

"Notice" has the meaning given to it in clause 9.

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"Order" means any order, injunction, judgment, decree, ruling, writ or

arbitration award of any Governmental Body or arbitrator.

"Ordinary Course of Business" means any action taken by the Company

with respect to the Business if such action is similar in nature, scope and

magnitude to actions customarily taken, without any separate or special

authorization, in the ordinary course of the normal day-to-day operations of

other Persons that are in the same line of business as the Business.

"Person" means any individual natural person and any partnership,

limited liability company, corporation, trust, government agency or governmental

subdivision and any other legal entity.

"Proceeding" means any claim, action, arbitration, audit, hearing,

investigation of which the Person making a representation or warranty has

Knowledge, litigation or suit (whether civil, criminal, administrative or

judicial, whether formal or informal, and whether public or private) commenced,

brought, conducted, or heard by or before, any Governmental Body or arbitrator,

or which seeks or requests the issuance of an Order.

"Purchase Price" has the meaning given to it in clause 2.6.2.

"Purchaser Ancillary Document" means each certificate, agreement,

document and instrument executed and delivered by the Purchaser in connection

with the Contemplated Transactions.

"Purchaser Security Agreement" means an agreement between the Purchaser

and IAO creating a first priority security over the Assets in favour of IAO in

the form contemplated in clause 2.6.

"Secured Promissory Note" means the secured promissory note executed by

ICG in favour of IAO dated 5 February 2004.

"Share Sale Agreement Deed of Variation" means the deed of variation to

the Share Sale Agreement between IAO, the Company, QuikCAT Australia and

Marie-Rose Pontre dated the same date as this Agreement.

"Taxes" means all taxes, assessments, charges, duties, fees, levies or

other governmental charges (including interest, penalties or additions

associated therewith) and all other taxes of any kind for which a Person may

have any Liability imposed by a Governmental Body, whether disputed or not.

"Uncured Breach" means, with respect to any Breach of any

representation, warranty, covenant or agreement in this Agreement, a Breach

which is not cured within ten (10) Business Days following the receipt by the

Breaching Party of notice of such Breach.

2. PURCHASE AND SALE.

2.1. Purchase and Sale of Assets. Subject to the terms and conditions

of this Agreement, at the Closing Date, the Company shall grant, sell, convey,

assign, transfer and

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deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept

from the Company, all of the Company's right, title and interest in and to:

2.1.1. the Bankruptcy Assets;

2.1.2. the Miliki Supercompressor Rights;

2.1.3. those additions, modifications and developments to the

above assets and rights of the Company that are the property of the Company as

at the date of this agreement and any further additions, modifications and

developments to the above assets and rights of the Company between the date of

this agreement and the Closing Date, as collectively to be documented by the

Parties in a document to be entitled "Agreed Additions, Modifications and

Developments prior to Closing" and initialed by the parties for identification

on Closing,

whether those rights are real, personal and mixed, tangible or intangible and

wherever situated (which assets, properties and rights are hereinafter

collectively referred to as the "Assets"), free and clear of any Encumbrances

other than the Assumed Liabilities.

2.2. Incidental Rights. Without limiting clause 2.1 above, the Parties

agree that the Assets shall include:

2.2.1. Without compromise to the obligation on the Company to deliver

the Assets free from any Encumbrance pursuant to clause 2.1, all rights to

causes in action, lawsuits, judgments, claims and demands of any nature

available to or being pursued by the Company with respect to the Assets or the

ownership, use, function or value of any Asset, whether arising by way of

counterclaim or otherwise; and

2.2.2. All rights in and under all express or implied

guarantees, warranties, representations, covenants, indemnities and similar

rights in favor of the Company relating to any Asset, and all rights to proceeds

under insurance policies with respect to any Asset.

2.3. Assumed Liabilities. Except as set forth in this Section 2.3, the

Purchaser shall not assume any Liabilities of the Company, whether or not

related to the Assets. As the sole exception to the foregoing, on the Closing

Date, the Purchaser shall assume and agree to discharge only the following

specifically enumerated obligations and liabilities of the Company

(collectively, the "Assumed Liabilities"):

2.3.1. Any Liability arising from the ownership, use or

operation of any Asset by the Purchaser after the Closing Date.

2.4. Retained Liabilities. "Retained Liabilities" shall mean every

Liability of the Company other than the Assumed Liabilities. All of the Retained

Liabilities shall remain the sole responsibility of and shall be retained, paid,

performed and discharged solely by the Company.

2.5. Agreement to Purchase. On the Closing Date, the Purchaser shall

purchase the Assets from the Company and assume the Assumed Liabilities, upon

and subject to the terms

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and conditions of this Agreement and in reliance on the representations,

warranties and covenants of the Company contained herein.

2.6. Consideration.

2.6.1. Deposit. The Purchaser shall deliver a deposit to the

Company of $25,000 by wire transfer of immediately available U.S. funds on

execution of this Agreement (the "Deposit"), which for the avoidance of doubt

comprises that part of the Purchase Price referred to in clause 2.6.2(a) below.

The deposit will be non-refundable unless: (1) this Agreement does not close due

to lack of good faith by or the default of the Company or IAO, or (2) any event

occurs or circumstance arises in relation to the Company subsequent to the date

of this Agreement and prior to Closing that has a Material Adverse Effect.

2.6.2. Purchase Price. On the terms and subject to the

conditions set forth in this Agreement, in consideration of the transfer of the

Assets and the other undertakings of the Company hereunder, the purchase price

(the "Purchase Price") for the Assets (in addition to the Purchaser's assumption

of the Assumed Liabilities, the variations described in sub-clause 2.6.4 below

and the creation of the security described in sub-clause 2.6.5 below) shall be

$650,000 comprised and paid by the Purchaser to the Company by wire transfer of

immediately available U.S. funds as follows (subject to satisfaction of the

conditions precedent described in clause 6 in so far as (b) through (e) below

are concerned):

(a) the Deposit, in accordance with clause 2.6.1 above;

(b) $105,000 on Closing;

(c) $220,000, within 15 days after Closing;

(d) $100,000, within 60 days after Closing; and

(e) $200,000, within 75 days after closing.

2.6.3. Deeds of Variation. Each Party agrees:

(a) to the extent it is a party, to execute; and

(b) otherwise, to use its best endeavours to procure the

execution of,

the Internet Accelerator Agreement Deed of Variation and