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SERVICES AGREEMENT

Consulting Services Agreement

SERVICES AGREEMENT | Document Parties: ARQUEMAX VENTURES, LLC | IA GLOBAL, INC | Taicom Securities Co, Ltd You are currently viewing:
This Consulting Services Agreement involves

ARQUEMAX VENTURES, LLC | IA GLOBAL, INC | Taicom Securities Co, Ltd

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Title: SERVICES AGREEMENT
Governing Law: California     Date: 4/6/2009
Industry: Business Services     Sector: Services

SERVICES AGREEMENT, Parties: arquemax ventures  llc , ia global  inc , taicom securities co  ltd
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Exhibit 10.3

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (“Services Agreement”) is made as of April 1, 2009, by and between IA GLOBAL, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”) and ARQUEMAX VENTURES, LLC, a California Limited Liability Company or Michael Ning or his assignees (collectively herein referred to as “AMV”). Collectively the Company and AMV shall be referred to as the parties.

P R E L I M I N A R Y      S T A T E M E N T S

A.       The Company acquired 1,389,750 Class B Shares of Taicom Securities Co., Ltd., (“Taicom”) (the “ Taicom Preferred Shares ”) which Taicom Preferred Shares equal to 20% of the outstanding Class B equity interests of Taicom on a fully-diluted basis, in exchange for 26,000,000 shares of the Company’s common stock, par value US$.01 per share (the “ IAO Common Stock), which IAO Common Stock equal to 13% of the outstanding equity interests of the Company on a fully-diluted basis on June 3, 2008.

B.        The Company and Taicom signed an Amendment to Share Exchange Agreement on December 12, 2008.

C.        The parties agree and acknowledge that based on public data available, the Company and the subsidiaries will require some restructuring and funding (hereinafter “Restructure”) to bring back the public share price and restore investor confidence in the marketplace.

D.        To effectuate such Restructure, the parties have agreed to execute this Services Agreement and AMV shall provide short-term funding to Company in exchange for IA Global, Inc. Preferred Stock, the terms and conditions of which are memorialized in the Amendment to Share Exchange Agreement Dated April 1, 2009, attached hereto as Exhibit A and incorporated herein by this reference (“Restructure Package”). The parties intend for the Amendment to Share Exchange Agreement Dated April1, 2009 to amend the terms and conditions of the Amendment to Share Exchange Agreement Dated December 12, 2008.

E.        Company has received Board of Directors approval to the terms and conditions of the Restructure Package; and,

F.        Board of Directors of Company shall recommend its approval and endorsement of such Restructure Package to the shareholders of Company.

NOW, THEREFORE , for and in consideration of the premises, covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do covenant, agree, represent, warrant, and stipulate as follows:

1


 

A G R E E M E N T

1.           STOCK SWAP. The parties are desirous of completing a second stock swap of 877,557 Taicom Class B Preferred Stock for 67,000,000 shares of IAO Common Stock at $0.035 per share (“Second Swap”). For purposes of this Second Swap, the parties agree and acknowledge the following valuation of the Taicom Class B Preferred Stock as follows:

Book Value of Taicom Securities

 

 

 

At 3/1/2009

 

JY

1,463,422,525

Forgivable Loan Liability

 

JY

350,000,000

Total Swap Value of Taicom Securities

 

JY

1,813,422,515

 

 

 

 

Conversion @97.662JY/USD (3-2-2009)

 

$

18,568,347

 

The Company agrees and acknowledges that the Taicom Class B Preferred Stock are restricted securities and may not be resold, distributed, collateralized liquidated or transferred to any person or entity. Further, the Company agrees and acknowledges that such Taicom Class B Preferred Stock is being acquired for investment for Company’s own account and not with a view to resell or distribute any part or whole thereof. The parties intend this transaction to qualify as a tax-free exchange.

2.           DUE DILIGENCE PERIOD. The Company agrees and acknowledges that AMV shall be allowed to conduct due diligence on the Company and/or any of its subsidiaries. Such due diligence period shall commence upon the execution of this Services Agreement and shall conclude on or before May 31, 2009.

3.           LOAN TO IA GLOBAL UPON SATISFACTORY COMPLETION OF DUE DILIGENCE. Upon satisfactory completion of due diligence on the Company and/or any one of its subsidiaries, and upon shareholder approval of the Amendment to Share Exchange Agreement dated April 1, 2009, and upon shareholder approval of this Services Agreement, AMV shall arrange for a debt transaction with one or more third parties for and on behalf of the Company. Such debt transaction shall be in the sum of US$300,000 under the exact same finder’s fee and loan terms as the loan which is currently outstanding on the books of the Company, such terms and conditions of such debt financing shall be more particularly enumerated in a subsequent document. AMV shall use its best efforts to complete the arrangement of such debt financing on or before June 3, 2009.

4.           UNSATISFACTORY COMPLETION OF DUE DILIGENCE. In the event AMV discovers (1) a breach of any one or more of the representations and warranties outlined in Section 5 herein; (2) that information provided to AMV thus far has been falsified, misleading or untrue; and/or (3) intentional or fraudulent activities by the Company have occurred, AMV shall have a unilateral option to immediately terminate this Services Agreement and have no further obligations with respect to this Services Agreement and the terms and conditions contained herein (hereinafter “Unilateral Termination”). In the event of Unilateral Termination, the Company shall immediately return all of the then outstanding shares it holds of Taicom Class B Preferred Stock.

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5.           REPRESENTATIONS AND WARRANTIES OF COMPANY. Company represents and warrants that the statements contained herein are true and correct as of the date of this Services Agreement and will be true and correct up and through the arrangement and completion of the debt financing enumerated in Section 3 herein, except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties will be true and correct as of such date:

 

a.

Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Company has all requisite capacity, power and authority to execute, deliver and perform this Services Agreement. No other corporate action on the part of Company is necessary to authorize the execution and delivery by Company of this Services Agreement or the consummation by it of the terms and conditions contemplated herein. This Services Agreement has been duly executed and delivered and, upon execution by Company, will constitute a valid and legally binding obligation of Company.

 

 

b.

Company is the legal and beneficial owner of Global Hotline and all its subsidiaries and affiliated companies, free and clear of any encumbrance or restriction on transfer, other than restrictions reflected in a legend on the certificates representing Global Hotline’s shares. Further, Company intends to remain the sole owner of Global Hotline.

 

 

c.

With the exception of GPlus Media, Company is the legal and beneficial owner of a whole or partial interest in the subsidiaries enumerated in its December 31, 2008 Form 10Q.

 

 

d.

Company shall retain its NYSE AMEX listing and IA Global and its subsidiaries shall remain as a legally operating businesses in good standing.

 

 

e.

The execution and deliv


 
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