Exhibit 10.49
JOINT VENTURE AGREEMENT
IA
GLOBAL ACQUISITION COMPANY AND INNOVATIVE COMPUTING GROUP,
INC.
DECEMBER 14, 2004
The parties to this agreement are IA Global Acquisition Company
(IGA)
and Innovative Computing
Group, Inc. (Lafe).
Both parties acknowledge that each owns valuable intellectual
property
rights and products related
to data compression and the movement of data. IGA
owns rights acquired from
QuikCAT.com, Inc. in an auction pursuant to the United
States Bankruptcy Court for
the Northern District of Ohio, Case No. 03-12179-H,
while Lafe owns rights in
other intellectual property related to data
compression and movement as
outlined in those court documents, all of which are
the subject of this
agreement.
Further, both parties acknowledge that from time to time
business
opportunities may arise that
require some of both parties' technology, and that
the high costs involved in
establishing a clear distinction between the
intellectual properties owned
by the respective parties in a particular
implementation might preclude
productive commercial development of the product
or products based upon that
implementation.
Both parties acknowledge that they have an interest in forming a
new
company to own and exploit
these intellectual property rights, but have not yet
entered into definitive
agreements to that end.
In order to capitalize on business opportunities without
consummating a
formal business combination,
the parties agree to the following procedures and
revenue sharing
arrangement:
a. Both
parties will continue to identify and pursue business
opportunities related to the
