IA GLOBAL INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex_10-26.txt
<TEXT>
                                                                   EXHIBIT 10.26

                             SECURED PROMISSORY NOTE


$150,000                                                  Mayfield Village, Ohio

                                                                February 5, 2004




         INNOVATIVE COMPUTING GROUP, INC., an Ohio corporation (the "COMPANY"),
FOR VALUE RECEIVED, hereby promises to pay to the order of IA Global, Inc. (the
"HOLDER"), the principal amount, as set forth in Section 1 below, together with
any interest accrued thereon, as set forth in Section 2 below on this note (the
"NOTE"). The obligations of the Company hereunder are secured by that certain
Security Agreement of even date herewith (the "SECURITY AGREEMENT").

         1. LOAN; PRINCIPAL AMOUNT. The Holder hereby loans to the Company on
the date hereof One Hundred Thousand Dollars ($100,000) (the "INITIAL TRANCHE").
The principal amount of this Note shall be equal to the Initial Tranche plus any
additional amounts actually paid (with such proposed and actual amounts set
forth on EXHIBIT A hereto), up to a total of One Hundred Fifty Thousand Dollars
($150,000) (the sum of any additional tranches, together with the Initial
Tranche, are the "PRINCIPAL AMOUNT"). Upon payment of any amount in the Second
Tranche (as defined in EXHIBIT A), the Company shall execute the Form of Notice
of Borrowing as set forth on EXHIBIT C hereto, evidencing its request for
borrowing, and the Holder shall countersign such Form of Notice of Borrowing,
evidencing that such payment has been made.

         2. INTEREST. Interest shall accrue on the outstanding Principal Amount
at a rate equal to the United States Prime Rate (currently four (4%) percent per
annum), as determined at the beginning of each calendar month (the "INTEREST
RATE").

         3. PAYMENTS; MATURITY DATE. This Note shall become due and payable on
March 31, 2004 or if such date is not a business day in the States of New York
or Ohio, the first business day thereafter (the "MATURITY DATE"), unless the
Second Tranche is advanced by the Holder to the Company, in which case the
Maturity Date shall be April 30, 2004. If an Event of Default (as defined below
in Section 6) shall have occurred and be continuing, the unpaid Principal Amount
of this Note and all accrued and unpaid interest hereon and other amounts
payable in respect hereof may become, or may be declared to be, immediately due
and payable as provided in Section 6 below.

         4. REPAYMENT; PREPAYMENT. The Company shall have the right to prepay,
in part or in full, without penalty, this Note (together with all accrued
interest to the date of prepayment on the amount of principal thus prepaid) at
any time or times without penalty; PROVIDED that such prepayment (i) shall be
made upon one business day's prior written notice and (ii) shall include all
accrued and unpaid interest due on the amount of such prepaid principal. All
repayments, prepayments and payments of principal and interest due with respect
to this Note shall be made by the Company in U.S. dollars in immediately
available funds to the account of, or otherwise as directed by, the Holder. All
obligations of the Company, and of any guarantor or other person liable under
this Note, shall be reinstated as though payment had never been received by the
Holder if after any payment all or a portion of the amounts paid are voided,

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rescinded or otherwise returned upon the Company's insolvency, bankruptcy or
reorganization. The Company shall not have any right to re-borrow any amounts
repaid or prepaid to the Holder hereunder.

         5. NO IMPAIRMENT. The Company will not, by amendment of its certificate
of incorporation or through reorganization, consolidation, merger, dissolution,
sale of assets or other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Note, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Holder of this Note against impairment.

         6. DEFAULT.

         (a) EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an "Event of Default":

                  (i) Default in the payment of the principal and/or unpaid
accrued interest of this Note on or before the date that is six (6) months after
the Maturity Date (such six-month period shall be referred to as the "Redemption
Period");

                  (ii) Except as provided in Section 6(a)(iv), the Company or
substantially all of its property or assets shall come under the authority of a
custodian, receiver or trustee, or is adjudicated insolvent or bankrupt;

                  (iii) The Company shall admit in writing that it is insolvent
or otherwise unable to pay its debts as they become due;

                  (iv) A proceeding shall be commenced against the Company under
any bankruptcy, reorganization, arrangement, readjustment of debt, moratorium or
similar law or statute and relief is ordered against it, or the proceeding is
commenced but is not dismissed within ninety (90) days after the commencement
thereof, or proceedings under any law related to bankruptcy, insolvency,
liquidation or the reorganization, readjustment or the release of debtors are
instituted or commenced by the Company or an assignment for the benefit of
creditors is made;

                  (v) The Security Agreement shall cease for any reason to be in
full force and effect, or the security interest created by the Security
Agreement shall cease for any reason to be enforceable and of the same effect
and priority purported to be created thereby, and the continuation of such
cessation for a period of five (5) days after the Holder notifies the Company of
such cessation; or

                  (vi) The closing of the sale of substantially all of the
assets of QuikCat, Inc., an Ohio corporation ("QC") to any person other than the
Holder or a related party or any other person with the approval of Holder;

                  (vii) Failure to consummate the sale of substantially all of
the assets of QC to the Holder (the "QC ACQUISITION") by the Maturity Date;

                  (viii) Failure by the Company to reasonably cooperate with the
Holder in creating an application program interface of the Security (the
"SECURITY APPLICATION") by

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March 31, 2004, and such other reasonable requests related to the development of
the Security Application.

         (b) BUDGET. The Holder has provided the Principal Amount of this Note
in anticipation of a purchase of substantially all of the assets of the Company,
as set forth in a term sheet executed by the Company and the Holder on
_________, 2004. Use of the funds provided hereunder by the Holder to the
Company shall be made pursuant to a budget, set forth on EXHIBIT B hereto (the
"BUDGET"). If at any time prior to the Maturity Date the Company fails, in a
material and adverse manner, to comply with the terms of the Budget, and such
failure to comply continues for a period of five (5) days thereafter without the
prior written consent of the Holder, then such event shall be an Event of
Default as defined herein.

         (c) REMEDIES.

                  (i) Upon the occurrence of an Event of Default, the Holder
shall have the option to demand full and immediate payment of the Principal
Amount then outstanding, as well as any accrued interest thereon, and may
institute such actions or proceedings in law or equity as the Holder shall deem
expedient for the protection of its rights (including bringing an action in
foreclosure under applicable bankruptcy laws), and may prosecute and enforce its
claims against all assets of the Company.

                  (ii) In addition to the foregoing, if the QC Acquisition is
not consummated by the Maturity Date, then, during the Redemption Period, the
parties shall have the following rights:

                           1. The Company shall have the right to pay to the
Holder the Principal Amount and all accrued but unpaid interest thereon
(collectively, the "PAYMENT").

                           2. The Company grants to Holder an exclusive license
to sublicense and distribute the object code of the Security during the
Redemption Period, and grants to Holder a sublicense to any rights licensed to
the Company by QC with respect to the Security in order to accomplish the
foregoing; PROVIDED, HOWEVER, that the Company retains the right to license,
sublicense and distribute the object code of the Security during the Redemption
Period. Proceeds from any sublicensing or distribution of the object code of the
Security by the Company, the Holder or QC during the Redemption Period shall be
shared on a 50:50 basis by the Company and the Holder.

                           3. If the Company makes the Payment to the Holder
prior to the expiration of the Redemption Period, then this Note shall be
considered paid in full, the Security shall be returned to Company free and
clear of all security interests, and the Company grants to the Holder a limited,
non-exclusive license to distribute the object code of the Security. Any
proceeds received from such distribution shall be shared on a 50:50 basis
between the Holder and the Company. If the Company fails to make the Payment
prior to the expiration of the Redemption Period, then the Security shall be
released to the Holder as full satisfaction hereof. Upon release of the Security
to the Holder, the Company grants to Holder a license to any patents owned by
the Company or its subsidiaries, and a sublicense to any patents it has
licensed, related to the Security, so that the Holder may sell, license,
sublicense and distribute the Security, including any copies of the object code
or the source code thereof.

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                           4. Notwithstanding the foregoing, an Event of Default
pursuant to Section 6(a)(viii), following delivery of written notice to the
Company, which written notice provides for a commercially reasonable period to
cure such default, shall result in an immediate release of the Security, but the
Company shall have the right to make the Payment as set forth in subsection 2
above, and the rights in subsection 3 above shall thereafter be effective.

         (d) COST OF COLLECTION. In the event of any default by Company under
this Note, the Company shall pay all reasonable costs of collection incurred by
the Holder (including reasonable attorneys' fees and expenses).

         7. WAIVERS.

         (a) The Company hereby waives presentment, demand for payment, notice
of dishonor, notice of protest, and protest in connection with the delivery,
acceptance, performance, or default of this Note.

         (b) No delay by the Holder in exercising any power or right hereunder
shall operate as a waiver of any power or right, nor shall any single or partial
exercise of any power or right preclude other or further exercise thereof, or
the exercise of any other power or right hereunder or otherwise. No waiver or
modification of the terms hereof shall be valid unless set forth in writing by
the Holder.

         8. SECURED OBLIGATIONS. In order to induce the Holder to loan to the
Company the Principal Amount of this Note, the Company has delivered to the
Holder the Security Agreement, dated as of the date hereof (as amended,
supplemented and otherwise modified from time to time, the "Security Agreement")
pursuant to which the Company has granted to the Holder, as security and
collateral for the payment and performance of its obligations hereunder, a
senior security interest in the Miliki SuperCompressor (the "SECURITY").

         9. GENERAL.

         (a) SUCCESSORS: ASSIGNMENT. This Note and the obligations and rights of
the Company hereunder shall be binding upon and inure to the benefit of the
Company and the Holder and their respective successors. The Company may not
assign this Note or any obligations hereunder without the prior written consent
of the Holder. The Holder may assign this Note at any time.

         (b) CHANGES. Changes in or additions to this Note may be made or
compliance with any term, covenant, agreement, condition or provision set forth
herein may be omitted or waived (either generally or in a particular instance
and either retroactively or prospectively) upon written consent of the Company
and the Holder.

         (c) CURRENCY. All payments shall be made in such currency of the United
States of America at the time of payment shall be legal tender therein for the
payment of public and private debts.

         (d) NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Note shall be in
writing and shall be deemed to have

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been given when delivered personally to the recipient, faxed with confirmation
of receipt, sent to the recipient by reputable overnight courier service
(charges prepaid) or mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Holder at the address indicated below:

         IA Global, Inc.
         Attn: Alan Margerison, President
         533 Airport Boulevard, Suite 400
         Burlingame, CA 94010
         Tel:  (650) 685-2403
         Fax:  (650) 685-2404

With a copy to:

         Arnold & Porter
         1600 Tysons Boulevard, Suite 900
         McLean, VA 22102
         Attn: Kevin Lavin, Esq.
         Tel:  (703) 720-7011
         Fax:  (703) 720-7399

and to the Company at the address indicated below:

         Innovative Computing Group, Inc.
         767 Beta Drive
         Mayfield Village, Ohio 44143
         Attn:  Dr. Olu Lafe
         Tel:   _________________
         Fax:   _________________

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

(e) SEVERABILITY. If any term or provision of this Note shall be held invalid,
illegal or unenforceable, the validity of all other terms and provisions hereof
shall in no way be affected thereby.

10. NOTE UNDER SEAL. This Note shall be deemed to be under seal.

11. GOVERNING LAW. This Note shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of New
York, without regard to choice of law principles. The parties hereto hereby
submit to the exclusive jurisdiction of the state and federal courts located in
the borough of Manhattan in the State of New York for the purposes of any suit,
action or other proceeding relating to any dispute under this Agreement.

                      [Signatures appear on following page]

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         IN WITNESS WHEREOF, this Note has been executed and delivered on the
date first above written by the undersigned duly authorized representative of
the Company.


                                        INNOVATIVE COMPUTING GROUP, INC.

                                                 /s/ Dr. Olu Lafe
                                        By:    _____________________________
                                        Name:  __Dr. Olu Lafe_______________
                                        Title: ________CEO__________________




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                                    EXHIBIT A


                      PRINCIPAL AMOUNT OF PAYMENT TRANCHES

 ESTIMATE                        ESTIMATED AMOUNT         DATE
 --------                        ----------------         ----

 FIRST TRANCHE:                         $100,000          February 2, 2004

 SECOND TRANCHE:                   up to $50,000          February 23, 2004



 ACTUAL                           LOANED AMOUNT           DATE
 ------                           -------------           ----

 FIRST TRANCHE:                        $100,000           _________

 SECOND TRANCHE:                      _________           _________




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                                    EXHIBIT B

                                     BUDGET

Funds must be spent pursuant to the following agreed budget, and the Company
will provide the Holder with a monthly accounting of how funds were spent by the
20th day of the following month:

A.       $5,000.00 per month to Dr. Lafe to manage the Company's technology.

B.       Approximately $3,000.00 (but not to exceed $6,000.00) per month to Eric
         Graham to work on AudioCAT under Dr. Lafe's supervision;

C.       Reasonable operating expenses of QuikCat, Inc.("QC") such as: (i) rent,
         including up to $40,000.00 for back rent owed by QC and future rent
         owed by QC at an amount of $2,500.00 per month payable in advance on
         the first day of each month; (ii) $4,000.00 per month to maintain the
         health insurance of all employees of QC; (iii) $800.00 per month for
         utilities; (iv) $1,500.00 per month for maintenance of QC's T1 high
         speed line; (v) $800.00 per month for phone service; and (vi) other
         miscellaneous operating expenses such as insurance, office supplies and
         postage, maintenance, and the like.

D.       Supporting salaries, or individual loan advances in lieu thereof, to QC
         employees, other than Dr. Lafe, at approximately $21,600.00 per month
         in the aggregate;

E.       Funding QC to port the I-Net Accelerator to a Linux operating system in
         cooperation with the Holder; the Holder will provide the services, free
         of charge to the Company, of a suitably qualified Linux project manager
         to work with the Company and QC; and

F.       Residual funds at the discretion of the Company's Board-designated
         representative but limited to a pre-agreed budget which focuses on the
         operational aspects of both the Company and QC.

         The expenditures contemplated by the above agreed budget are
conditioned upon the understanding that the US $100,000.00 license fee payable
by to QC by the Holder is unavailable for use by QC as a result of binding court
orders of the U.S. Bankruptcy Court hearing QC's petition in bankruptcy. In
addition, the budget set forth above assumes that all income of QC shall be
expended by QC prior to any funds of this Note being expended on behalf of QC by
the Holder.

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                                    EXHIBIT C

                           FORM OF NOTICE OF BORROWING

         Reference is made to the Secured Promissory Note dated as of ________,
2004 (as amended, supplemented, or otherwise modified in effect from time to
time, the "NOTE") among Innovative Computing Group, Inc., an Ohio corporation
(the "COMPANY") and IA Global, Inc. (the "HOLDER"). Unless otherwise defined in
this Certificate, capitalized terms used but not defined herein have the
meanings given to such terms in the Note.

         The Company hereby requests to borrow from the Holder under the Note as
follows:

         1. The aggregate principal amount of such additional borrowing is
         $_____________, and the total borrowing hereunder is $_____________.

         2. The date of such borrowing is: ______________.

         The undersigned officer, in his or her capacity as an officer of the
Company, and the Company, certify that:

         (a) the representations and warranties of the Company set forth in the
         Note and the Security Agreement are true and correct on and as of the
         date hereof to the same extent as though made on and as of the date
         hereof, except to the extent such representations and warranties are
         stated to have been made solely as of an earlier date, in which case
         such representations and warranties were true and correct on and as of
         such earlier date; and

         (b) at the time of and immediately after giving effect to such
         borrowing, no Event of Default has occurred and is continuing.


         Date:    _______________       INNOVATIVE COMPUTING GROUP, INC.

                                        By: __________________________________
                                        Name: ________________________________
                                        Title: _______________________________

         Date:    ________________      IA GLOBAL, INC.

                                        By: __________________________________
                                        Name: ________________________________
                                        Title: _______________________________

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