CONVERTIBLE PROMISSORY NOTE

EXHIBIT 4.2

CONVERTIBLE PROMISSORY NOTE

THE NOTE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY WHO IS A CITIZEN, RESIDENT OR DOMICILIARY OF THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, OR OF THE COMMONWEALTH OF PUERTO RICO, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.”

FOR VALUE RECEIVED , IA Global, Inc. , a Delaware corporation (the “ Company ”), promises to pay to the order of _____________ or its registered assigns (the “ Holder ”), the principal sum of $______________ or such lesser amount as shall then equal the outstanding principal amount hereof, together with interest from the date of issuance of this Note on the unpaid principal balance hereof at a rate equal to seven and a half percent (7.5%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any accrued but unpaid interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) June 28, 2008, when the Note automatically converts into shares of common stock of the Company (“ Common Stock ”) equal to 25% discount to the trailing five day average prior to June 28, 2008 (the “ Maturity Date ”), or (ii) when such amounts are declared due and payable by the Holder or made automatically due and payable upon or after the occurrence of an Event of Default (as defined below). Interest on this Note shall be payable on the Maturity Date. Such interest shall be paid in United States Dollars.

This Note is issued pursuant to the Subscription Agreement (the “ Subscription Agreement ”) dated as of June 28, 2005 by and between the Company and the Holder.

The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

(a)        “ Business Day ” means any day other than a Saturday, Sunday or other day on which the national or state banks located in the State of Delaware or the State of California are authorized to be closed.

2.          Events of Default . The occurrence of any of the following shall constitute an “ Event of Default ” under this Note:

(a)         Failure to Pay . The Company shall fail to pay (i) when due any principal payment on this Note or (ii) any interest or other payment required under the terms of this Note or any other Transaction Document within five (5) Business Days of its due date; or

(b)         Breaches of Other Covenants . The Company shall fail to observe or to perform any other covenant, obligation, condition or agreement contained in this Note or the other Transaction Documents, other than those specified in Section 2(a) hereof, and such failure shall continue for thirty (30) days; or

(c)         Voluntary Bankruptcy or Insolvency Proceedings . The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it or (vii) take any action for the purpose of effecting any of the foregoing; or

(d)         Involuntary Bankruptcy or Insolvency Proceedings . Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered, or such case or proceeding shall not be dismissed or discharged within forty-five (45) days of commencement; or

(e)         Cross-Default . The Company or any of its subsidiaries shall default under any bond, debenture, note or other evidence of indebtedness for money borrowed, under any guarantee or under any mortgage, or indenture pursuant to which there shall be issued or by which there shall be secured or evidenced any indebtedness for money borrowed by the Company or any of its subsidiaries, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in indebtedness of at least $50,000 being due and payable prior to the date on which it would otherwise become due and payable and shall not have been issued by the Company or waived by the lender; or

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(f)          Undischarged Judgment . One or more judgments for the payment of money in an amount in excess of $50,000 in the aggregate shall be rendered against the Company or any of its subsidiaries (or any combination thereof) and shall remain undischarged for a period of ten consecutive days during which execution shall not be effectively stayed, or any action is legally taken by a judgment creditor to levy upon any such judgment.

3.          Rights of Holder Upon Default . Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 2(c) and 2(d) hereof) and at any time thereafter during the continuance of such Event of Default, the Holder may declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Sections 2(c) and 2(d) hereof, immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Holder may exercise any other right, power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both.

4.          Prepayment . This Note may be prepaid as a whole or in part at any time prior to the Maturity Date upon at least five (5) Business Days’ prior written notice to the Holder. Any such prepayment shall be applied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note.

(a)         Conversion into Common Stock . The Holder, at its option and so long as the Company has a sufficient number of shares reserved and available for issuance, may convert all or part of the sum of the principal then outstanding on the Note into Common Stock at any time after a registration statement for such shares to be issued pursuant to the Note (“ Registration Statement ”) under the Securities Act is filed with the Securities and Exchange Commission (“ SEC ”) and declared effective at a conversion price of $0.30 per share, subject to adjustment as provided in Section 6 hereof (the “ Conversion Price ”).

(b)         Mechanics and Effect of Conversion . No fractional shares of Common Stock shall be issued upon conversion of this Note. Upon the conversion of all of the principal outstanding under this Note, in lieu of the Company issuing any fractional shares to the Holder, the Company shall pay to the Holder the amount of outstanding principal that is not so converted, such payment to be in the form as provided below. On partial conversion of this Note, the Company shall issue to the Holder (i) the shares of Common Stock into which a portion of this Note is converted and (ii) a new convertible promissory note having identical terms to this Note, except that the principal amount thereof shall equal the difference between (A) the principal amount of this Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Stock. Upon conversion of this Note pursuant to this Section, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the C