FORM OF PERFORMANCE WARRANT

Exhibit 10.2

FORM OF PERFORMANCE WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

December 12, 2008

MICHAEL NING AND/OR AFFILIATES

Performance Warrant for the Purchase of Common Stock (Void after December 11, 2013)

No. W-6

FOR VALUE RECEIVED, this Warrant is hereby issued by IA GLOBAL, INC. , a Delaware corporation (the "Company"), to MICHAEL NING, an American citizen, AND/OR AFFILIATES (the "Holder"). Subject to the provisions of this Performance Warrant ("Warrant"), the Company hereby grants to Holder the right to purchase 32,500,000 shares of the Company’s common stock, par value $.01 per share ("Common Stock"), at US$0.04 per share ("Exercise Price") during the period from December 12, 2008 to sixty months (60) months following the Closing (as defined in the Subscription Agreement (the "Purchase Agreement")).

The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held, subject to all of the conditions, limitations and provisions set forth herein.

1.          Exercise of Warrant. Subject to the terms and conditions set forth herein, the Holder may exercise this Warrant on or after December 12, 2008 and no later than December 11, 2013. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at its principal office, with the Warrant Exercise Form, attached hereto as Appendix A , duly executed by the Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or a cashless exercise at the sole decision of the Holder. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as "Warrant Stock."

Upon receipt by the Company of this Warrant, together with the executed Warrant Exercise Form and payment of the Exercise Price, if any, for the securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant for the exercise hereof, the Holder shall be deemed to be the holder of record of the Warrant Stock issuable upon such exercise, notwithstanding that the stock transfer books of the

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Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be effective, and the Company shall have no obligation to issue any Warrant Stock to the Holder upon any attempted exercise of this Warrant, unless the Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is an "accredited investor" as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to ask questions and receive documents relating thereto to his reasonable satisfaction.

2.          Required Performance. For the warrants to be earned and exerciseable, Michael Ning, either by himself or through his affiliated entities, agrees to raise the funds below by the indicated date. If the funds are not raised by the indicated date, the performance warrant for the date indicated is forfeited. The performance warrants are the total compensation for the fundraising by Michael Ning and/or his affiliated entities. In consideration of the fund raising efforts by Michael Ning and/or his affiliated entities, the Company agrees to review all other financing proposals with Michael Ning before the Company commits to any financing proposal.

The $500,000 due March 31, 2009 includes the $390,000 to be paid by Michael Ning and/or his affiliated entities by February 13, 2009. The Company is currently trying to locate up to $4,000,000 in equity investment through an outstanding registered PIPE offering, which will be priced at $0.04 cents per common stock share of the Company or at the Company’s closing price on the day of the funding, whichever is less. The Company agrees to reserve $1,800,000 worth of this PIPE offering for exclusive use by Michael Ning and/or his affiliated entities’ fundraising efforts until 3/31/2009. This exclusive reservation to Michael Ning and/or his affiliated entities’ fundraising use shall reduce to $1,300,000 worth of the PIPE offering thereafter and until 5/31/2009, to $800,000 worth of the PIPE offering thereafter and until 7/31/2009, and to $300,000 worth of the Company’s PIPE offering thereafter and until 9/30/2009.

3.          Reservation of Shares. The Company will reserve for issuance and delivery upon exercise of this Warrant all shares of Warrant Stock. All such shares shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable and free of all preemptive rights.

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4.          Assignment or Loss of Warrant. Subject to the transfer restrictions herein (including Section 6), upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form, attached hereto as Appendix B , duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and of reasonably satisfactory indemnification by the Holder, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a replacement Warrant of like tenor and date.

5.          Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant.

6.          Adjustments.

(a)         Adjustment for Recapitalization. If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock by recapitalization, reclassification or spl