ZIASUN TECHNOLOGIES INC
MERGER AGREEMENT AND PLAN OF REORGANIZATION.
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>MERGER AGREEMENT AND PLAN OF REORGANIZATION.
<TEXT>


                   MERGER AGREEMENT AND PLAN OF REORGANIZATION
                   -------------------------------------------

     THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION  ("Agreement"),  dated May
22, 2000, by and among Asia Prepress  Technology,  Inc., a Maryland  corporation
("Prepress"), Calvin A. Cox and Patrick R. Cox (individually a "Shareholder" and
collectively  the   "Shareholders"),   ZiaSun   Technologies,   Inc.,  a  Nevada
corporation  ("ZiaSun"),  and  Momentum  Merger  Corp.,  a Maryland  corporation
("MergerSub").

                             PLAN OF REORGANIZATION
                             ----------------------

     The reorganization (the  "Reorganization")  will comprise,  in general, the
merger of MergerSub with and into Prepress and the issuance to the  Shareholders
by ZiaSun of one hundred thousand (100,000)  restricted shares of the authorized
but unissued  voting common stock (the "Common Stock") of ZiaSun (the "Shares"),
and $100,000 cash (collectively the "Acquisition Consideration") in exchange for
the  cancellation  of the shares of Prepress,  all upon and subject to the terms
and conditions of the agreement  hereinafter set forth.  The parties intend that
the Reorganization  qualifies as a tax-free reorganization within the meaning of
Section 368 of the Internal  Revenue Code of 1986, as amended (the "Code").  The
parties  further  intend  for  the  Reorganization  to  qualify  for  accounting
treatment as a purchase.

                                    AGREEMENT
                                    ---------

     In order to consummate  the  Reorganization,  and in  consideration  of the
representations and undertakings herein set forth, the parties agree as follows:

     1. The  Merger.  At the  Effective  Time (as  defined in  Section  1.1) and
subject  to and  upon  the  terms  and  conditions  of  this  Agreement  and the
applicable  provisions of the Maryland  Code  Annotated  (the "MDC"),  MergerSub
shall be merged with and into  Prepress,  the  separate  existence  of MergerSub
shall cease and Prepress  shall continue as the surviving  corporation  and as a
wholly-owned  subsidiary  of ZiaSun (the  "Merger").  Prepress as the  surviving
corporation  after  the  Merger  is  sometimes  referred  to as  the  "Surviving
Corporation." The Merger shall be accomplished as follows:

          1.1 Effective  Time.  The closing of the Merger (the  "Closing")  will
     take place as promptly as practicable,  but in no event later than fourteen
     (14) days from the date hereof,  at the offices of Wenthur & Chachas,  4180
     La Jolla  Village  Drive,  Suite 500, La Jolla,  California  92037,  or via
     federal express.  At the Closing,  the parties shall cause the Merger to be
     consummated by filing a Certificate  of Merger with the Maryland  Secretary
     of State (the  "Certificate  of Merger") in  accordance  with the  relevant
     provisions  of the MDC. The date and time the Merger  becomes  effective in
     accordance with the provisions of the MDC is the "Effective Time."

          1.2 Effect of the Merger.  At the  Effective  Time,  the effect of the
     Merger  shall  be as  provided  in the  applicable  provisions  of the MDC.
     Without limiting the generality of the foregoing,  and subject thereto,  at
     the  Effective  Time,  all the  property,  rights,  privileges,  powers and
     franchises  of  Prepress  and   MergerSub   shall  vest  in  the  Surviving
     Corporation,  and  all  debts,  liabilities  and  duties  of  Prepress  and
     MergerSub  shall become the debts,  liabilities and duties of the Surviving
     Corporation.

                                       1
<PAGE>
          1.3 Articles of Incorporation:  Bylaws. Unless otherwise determined by
     ZiaSun prior to the Effective  Time, at the Effective Time, the Articles of
     Incorporation and Bylaws of Prepress shall be the Articles of Incorporation
     and Bylaws of the Surviving Corporation.

          1.4  Directors and  Officers.  The Directors of MergerSub  immediately
     prior to the Effective Time shall be the initial Directors of the Surviving
     Corporation,  each to hold  office  in  accordance  with  the  Articles  of
     Incorporation  and Bylaws of the  Surviving  Corporation.  The  officers of
     MergerSub  immediately  prior to the  Effective  Time shall be the  initial
     officers of the  Surviving  Corporation,  each to hold office in accordance
     with the Bylaws of the Surviving Corporation.

          1.5 Shares to be Issued. The maximum number of shares of ZiaSun Common
     Stock to be issued in  exchange  for the  cancellation  of all  outstanding
     Prepress capital stock shall be one hundred thousand  (100,000)  restricted
     shares.  At the Closing Prepress shall have one hundred (100) shares issued
     and  outstanding  and each share of Common Stock of Prepress (the "Prepress
     Common Stock") issued and  outstanding  immediately  prior to the Effective
     Time will be canceled and extinguished and be converted  automatically into
     the right to receive  1,000  restricted  shares of ZiaSun Common Stock upon
     surrender of the  certificate  representing  such shares of Prepress Common
     Stock in the manner provided in Section 1.7. From the date hereof until the
     Effective Time,  Prepress agrees not to issue any additional  shares of its
     capital Stock (including any options,  warrants,  conversion  privileges or
     other rights,  commitments or agreements of any nature to purchase any such
     shares of Prepress capital Stock).  All of the shares of MergerSub owned by
     ZiaSun  immediately prior to the Effective Time shall be converted into and
     exchanged for one validly issued,  fully paid and  non-assessable  share of
     Common  Stock of the  Surviving  Corporation.  Each  stock  certificate  of
     MergerSub  evidencing  ownership of any shares  shall  continue to evidence
     ownership  of shares of  capital  stock of the  Surviving  Corporation.  No
     fraction  of a share of ZiaSun  Common  Stock will be  issued,  but in lieu
     thereof, each holder of shares of Prepress Common Stock who would otherwise
     be  entitled  to a  fraction  of a share  of  ZiaSun  Common  Stock  (after
     aggregating all fractional  shares of ZiaSun Common Stock to be received by
     such holder)  shall be entitled to receive from ZiaSun in cash,  the amount
     (rounded  to the  nearest  whole  cent)  equal to the  product  of (i) such
     fraction, multiplied by (ii) the average closing price of a share of ZiaSun
     Common  Stock  for the five (5)  consecutive  trading  days  ending  on the
     trading day immediately prior to the Closing,  as reported on the NASD Over
     the Counter Bulletin Board.

          1.6  Dissenting  Shares.  Prior to the  execution and delivery of this
     Agreement by the parties, all of the holders of Prepress Common Stock shall
     have irrevocably consented to and approved the Merger and no holders of any
     shares  of  Prepress  Common  Stock  shall  be  entitled  to  appraisal  or
     dissenters' rights.


                                       2
<PAGE>

          1.7 Surrender of  Certificates.  Prior to the Effective  Time,  ZiaSun
     shall  designate  its  legal  counsel,  Wenthur  &  Chachas,  to act as the
     exchange  agent (the  "Exchange  Agent") in the Merger.  Promptly after the
     Effective  Time,  ZiaSun shall make  available  to the  Exchange  Agent for
     exchange in  accordance  with this  Section 1.7,  the  aggregate  number of
     shares of ZiaSun Common Stock issuable  pursuant to Section 1.5 in exchange
     for all issued and outstanding  shares of Prepress  Common Stock.  Promptly
     after the  Effective  Time,  the  Surviving  Corporation  shall cause to be
     mailed  to each  holder of record of a  certificate  or  certificates  (the
     "Certificates")  which  immediately prior to the Effective Time represented
     outstanding  shares of Prepress Common Stock whose shares were converted to
     the right to receive shares of ZiaSun Common Stock pursuant to Section 1.5,
     (i) a letter of  transmittal  (which shall specify that  delivery  shall be
     effected,  and the risk of loss and title to the  Certificates  shall pass,
     only upon delivery of the  Certificates  to the Exchange Agent and shall be
     in such form and shall have such other  provisions as ZiaSun may reasonably
     specify) and (ii)  instructions  for use in effecting  the surrender of the
     Certificates  in exchange for  certificates  representing  shares of ZiaSun
     Common Stock.  Upon  surrender of a  Certificate  for  cancellation  to the
     Exchange Agent together with such letter of transmittal  duly completed and
     validly executed in accordance with the instructions thereto, the holder of
     the  Certificate  shall be  entitled  to receive in  exchange  therefore  a
     certificate  representing the number of whole shares of ZiaSun Common Stock
     plus cash in lieu of fractional  shares in accordance  with Section 1.5, to
     which such holder is entitled  pursuant to Section 1.5, and the Certificate
     so surrendered  shall  forthwith be canceled.  Until so  surrendered,  each
     outstanding  Certificate  that,  prior to the Effective  Time,  represented
     shares of Prepress Common Stock will be deemed from and after the Effective
     Time, for all corporate  purposes,  to evidence the ownership of the number
     of full  shares of ZiaSun  Common  Stock into which such shares of Prepress
     Common Stock shall and have been so  converted  and the right to receive an
     amount  in cash  in  lieu  of the  issuance  of any  fractional  shares  in
     accordance with Section 1.5.

          1.8 Tax and  Accounting  Consequences.  It is  intended by the parties
     hereto that the Merger shall constitute a reorganization within the meaning
     of  Section  368 of the Code and  qualify  for  accounting  treatment  as a
     "purchase."

          1.9 Further Action. If, at any time after the Effective Date, any such
     further  action is necessary or desirable to carry out the purposes of this
     Agreement and to vest the Surviving  Corporation with full right, title and
     possession  to all  assets,  properties,  rights,  privileges,  powers  and
     franchises  of Prepress  and  MergerSub,  the  officers  and  Directors  of
     Prepress and MergerSub are fully authorized in the name of their respective
     corporations  or  otherwise  to take,  and will take,  all such  lawful and
     necessary action.

     2.  Representations  and Warranties of Prepress and Shareholders.  Prepress
and each of the  Shareholders,  jointly and severally,  represent and warrant to
ZiaSun that, to the best of their knowledge, all of the statements made below in
this  Section  2  are  true  and  correct  in  all  material   respects.   These
representations  and  warranties  are  subject  to the  exceptions  set forth on
attached Exhibit 2 (the "Schedule of Exceptions"),  specifically identifying the
relevant Section hereof,  which exceptions shall be deemed to be representations
and  warranties  as if made  hereunder.  The  phrase "to the best  knowledge  of
Prepress"  shall,  when  included  in a  representation  or  warranty  made by a
Shareholder, means to the best knowledge of such Shareholder.

                                       3
<PAGE>
          2.1  Organization  and  Standing.   Prepress  is  a  corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of Maryland and has full power and authority to carry on its business
     as now conducted and as proposed to be conducted.  Prepress is not required
     to be qualified as a foreign  corporation  in any  jurisdiction;  provided,
     however, that Prepress need not be qualified in any jurisdiction in which a
     failure to  qualify  would not have a material  and  adverse  effect on its
     operations or financial condition.

          2.2 Capitalization.  The authorized capital stock of Prepress consists
     of one thousand  (1,000) share of Common Stock,  of which one hundred (100)
     shares  are  presently,  and at the  Effective  Time  will  be  issued  and
     outstanding.  All of  Prepress's  issued and  outstanding  shares are owned
     beneficially  and of record by the Shareholders in the amounts set forth on
     attached  Exhibit 2.2. All outstanding  shares of Prepress Common Stock are
     duly authorized,  validly issued, fully paid and non-assessable and are not
     subject  to  preemptive   rights  created  by  statute,   the  Articles  of
     Incorporation  or Bylaws of Prepress or any agreement to which  Prepress or
     either  Shareholder  is a party  or by  which  it is  bound.  There  are no
     options,  warrants,  calls, rights,  conversion privileges,  commitments or
     agreements of any  character,  written or oral, to which Prepress is party,
     or by which it is  bound,  obligating  Prepress  to issue,  deliver,  sell,
     repurchase or redeem any shares of the capital stock of Prepress.

          2.3 Subsidiaries. Prepress has no subsidiaries or affiliated companies
     and does not otherwise own or control,  directly or indirectly,  any equity
     interest in any  corporation,  association,  joint venture,  partnership or
     other business entity.

          2.4 Corporate Authority and Authorization.  Prepress has all requisite
     corporate  power  and  authority  to  enter  into  this  Agreement  and  to
     consummate the transactions  contemplated  hereby.  All corporate action on
     the part of Prepress,  its officers,  directors and Shareholders  necessary
     for  the  authorization,   execution,  delivery  and  performance  of  this
     Agreement by Prepress and the performance of all of Prepress's  obligations
     hereunder  has been taken.  As set forth in Section  1.6 above,  all of the
     holders of Prepress Capital Stock have consented to and approved the Merger
     and no holders of any shares of  Prepress  Capital  Stock are  entitled  to
     appraisal or dissenters'  rights.  This  Agreement  constitutes a valid and
     binding  obligation of Prepress and the Shareholders,  enforceable  against
     Prepress and the  Shareholders in accordance with its terms,  except as the
     indemnification  provisions  of  Section  5.0  hereof  may  be  limited  by
     principles  of public  policy and  subject  to laws of general  application
     relating to  bankruptcy,  insolvency and the relief of debtors and rules of
     law governing  specific  performance,  injunctive relief or other equitable
     remedies.

          2.5 Governmental Consent. No consent,  approval or authorization of or
     designation,  declaration or filing with any governmental  authority on the
     part of Prepress is required in  connection  with the valid  execution  and
     delivery  of  this  Agreement,  or  the  consummation  of  any  transaction
     contemplated hereby.


                                       4
<PAGE>
          2.6 Intellectual Property.
              ----------------------

               2.6.1  To  the  best  knowledge  of  Prepress  and  Shareholders,
          Prepress  possesses and has good, valid and marketable title, free and
          clear of all security interests, liens, claims, charges,  encumbrances
          or any other defects in title of any nature  whatsoever to, or has the
          valid, enforceable right to use (pursuant to written agreements,  true
          and correct  copies of which are listed on Exhibit 2.6.1 and have been
          submitted to ZiaSun),  all trademarks,  trademark rights, trade names,
          trade name  rights,  licenses,  franchises,  service  marks,  patents,
          patent    applications,     copyrights,    inventions,    discoveries,
          improvements,  processes,  trade secrets,  confidential or proprietary
          information,  formulae,  proprietary  rights  or  data,  shop  rights,
          algorithms,  technical  data,  ideas  or  know-how  (collectively  the
          "Intellectual  Property")  necessary  to conduct  its  business as now
          being conducted,  without conflict with or infringement upon any valid
          rights of others  and the lack of which  could  adversely  affect  the
          operations or condition,  financial or otherwise,  of Prepress. To the
          best knowledge of Prepress and Shareholders,  Prepress (i) owns or has
          the right to use (and to make,  use, sell,  license and lease products
          incorporating  or  manufactured  using),  free and clear of all liens,
          claims and restrictions, all Intellectual Property used in the conduct
          of its  business  as now  conducted  or as  proposed  to be  conducted
          without  infringing upon or otherwise acting adversely to the right or
          claimed  right  of any  person  under  or with  respect  to any of the
          foregoing, and (ii) is not obligated or under any liability whatsoever
          to make any  payments by way of  royalties,  fees or  otherwise to any
          owner of,  licensor of or other  claimant  to any  patent,  trademark,
          service  mark,  trade  name,  copyright,  license or other  right with
          respect  to the use  thereof  in  connection  with the  conduct of its
          business or otherwise.  Prepress owns and has  unrestricted  rights to
          use  all  Intellectual  Property  required  for  or  incident  to  the
          development,  manufacture,  operation  and  sale of all  products  and
          services  sold or proposed to be sold by  Prepress,  free and clear of
          any rights, liens or claims of others, including,  without limitation,
          former  employers  or all  employees  of  Prepress,  of  which  it has
          knowledge.  All of the foregoing rights to Intellectual  Property will
          be owned and enjoyed by the Surviving Corporation following the Merger
          without the consent or approval of any third party and, following such
          Merger,  the Surviving  Corporation will possess and enjoy all of such
          rights to Intellectual  Property as Prepress did immediately  prior to
          such Merger.

               2.6.2 Set forth in  Exhibit  2.6.2 is a  complete  listing of all
          software  related in any fashion or manner  whatsoever to the business
          of  Prepress  as now  conducted  (the  "Software").  All copies of the
          Software  were,  as of  the  Closing,  in  Prepress's  possession  and
          control,  except for certain object code copies which then were in the
          possession of customers of Prepress.  All such  customers have entered
          into license  agreements  with Prepress that, to the best knowledge of
          Prepress,  effectively  protect  Prepress's  rights in and to all such
          Software.  For purposes of this Section,  the term "Software" includes
          any set of instructions  (including,  without limitation,  arithmetic,
          logical,  data transfer,  data manipulation and input/output) meant to
          run on, or to control the operation  of, any  computer,  whether those
          instructions are a complete  program,  a collection of programs making
          up a subsystem or system or are merely  subroutines  or macro routines
          meant to operate in conjunction with other software,  and whether such
          instructions  must be run through another computer  program  (commonly
          referenced as a "compiler") before being usable on a computer, whether
          such  instructions  must be used at execution time in conjunction with
          another computer program (commonly  referenced as an "interpreter") or
          whether such  instructions are in a form that can be run on a computer
          "as is" without additional programs.


                                       5
<PAGE>

          2.6.3 To the best knowledge of Prepress and Shareholders, the Software
     will not, due to a date change: (i) have any operational impediments,  (ii)
     malfunction,  (iii) cease to perform,  (iv) generate incorrect or ambiguous
     data or results with respect to same-century and  multi-century,  Leap Year
     and other calendar formulas, functions and data or (v) produce incorrect or
     ambiguous results with respect to same-century and multi-century, Leap Year
     and  other  calendar  formulas,   functions,  date  values  and  date  data
     interfaces.  The  Software is free from all  computer  "viruses"  and other
     illicit code. The Software  performs in all material respects in accordance
     with its functional specifications.

          2.7  Manufacturing   Rights.   Prepress  has  not  granted  rights  to
     manufacture or assemble its products to any other person or entity.

          2.8 Officers, Directors and Employees.

               2.8.1 With the  exception  of the duties  that  Calvin A. Cox may
          have to Maryland  Composition  Company, a Maryland corporation and its
          parent corporation,  Consolidated Graphics, Inc., a Texas corporation,
          to the best knowledge of Prepress and the Shareholders,  no present or
          former officer,  director or employee of Prepress is a party to, or is
          otherwise  bound  by  any  agreement  or  arrangement  (including  any
          agreement of non-competition) that in any way adversely affects his or
          her  performance  of his or her  duties  as an  officer,  director  or
          employee of Prepress or  Prepress's  ability to conduct its  business.
          Prepress has established appropriate policies and procedures to ensure
          no   officer,   director  or  other   employee  of  Prepress   misuses
          confidential  information  or trade secrets of others in the course of
          their employment or other relationship with Prepress.  Prepress is not
          a party to any  labor  agreements,  employment  contracts,  consulting
          agreements or any other instruments which limit the rights of Prepress
          to terminate the  employment or other  relationship  with a particular
          individual  at  will.  To  the  best  of  knowledge  of  Prepress  and
          Shareholders,  Prepress is not aware that any officer, director or key
          employee,  or that any group of officers,  directors or key employees,
          would not continue their  employment  with ZiaSun on the same terms as
          previously employed by Prepress.

               2.8.2 Except as mandated by the laws of the United  States or the
          Philippines,  Prepress:  (i)  is  not  bound  by  or  subject  to  any
          collective  bargaining  agreement with respect to any of its employees
          nor has any  labor  union  requested  or,  to the  best  knowledge  of
          Prepress, sought to represent any of the employees, representatives or
          agents of Prepress,  (ii) does not have any current labor  problems or
          disputes,  pending  or  threatened,  (iii) does not have in effect any
          "employee  pension  benefit  plans" (as defined in Section 3(2) of the
          Employee  Retirement  Income Security Act of 1974) or employee benefit
          or similar plans qualified  under Section 401 of the Internal  Revenue
          Code of 1986, as amended,  except that Mark McMullen,  Patrick Cox and
          Amelia  V.  Cox have  established  simple  IRA's  which  Prepress  has
          contributed  to,  and  (iv)  does  not  maintain,  has not in the past
          maintained  and  is  not  and  has  not  been  a  contributor  to  any
          multi-employer  plan or single  employer  plan,  as defined in Section
          4001 of the  Employee  Retirement  Income  Security  Act of  1974,  as
          amended,  for the  employees  of  Prepress  or any  trade or  business
          (whether or not incorporated) which, together with Prepress,  would be
          deemed to be a "single  employer"  within the meaning of such  Section
          4001.  Prepress has complied in all  material  respects  with all laws
          relating to the employment of labor,  including provisions relating to
          wages, hours, equal opportunity,  collective bargaining and payment of
          Social Security and other taxes.


                                       6
<PAGE>
          2.9  Certain  Transactions.  Prepress  is not  indebted,  directly  or
     indirectly, to any of its officers, directors or Shareholders,  or to their
     respective  affiliates,  spouses or  children,  in any  amount  whatsoever,
     except for salaries and fees accrued in the ordinary course of business. To
     the best knowledge of Prepress and the Shareholders, none of said officers,
     directors or  Shareholders,  or any of their affiliates or members of their
     immediate families, are indebted to Prepress or have any direct or indirect
     ownership  interest  in any firm or  corporation  with  which  Prepress  is
     affiliated or with which Prepress has a business relationship,  or any firm
     or  corporation  which  competes with Prepress  (except with respect to any
     interest  in less than five  percent  (5%) of the stock of any  corporation
     whose stock is publicly  traded).  With the  exception of the  relationship
     between  Maryland  Composition  Company,  Inc.  and  Prepress,  no officer,
     director or  Shareholder,  or any  affiliate  or member of their  immediate
     families,  is, directly or indirectly,  interested in any material contract
     with Prepress.

          2.10 Compliance with Other Instruments, None Burdensome, Etc. , To the
     best knowledge of Prepress and  Shareholders,  Prepress is not in violation
     of any term of its Articles of Incorporation  or Bylaws,  as amended and in
     effect  on and as of  the  Closing.  Prepress  is not in  violation  in any
     respect of any term or provision of any mortgage, indebtedness,  indenture,
     contract, agreement,  instrument,  judgment or decree, order, statute, rule
     or regulation  applicable to it where such violation would adversely affect
     Prepress,  its operations or financial condition.  The execution,  delivery
     and performance of and compliance with this Agreement have not resulted and
     will not result in any  violation  of or conflict  with,  or  constitute  a
     material default under, any mortgage,  indebtedness,  indenture,  contract,
     agreement,   instrument,  judgment  or  decree,  order,  statute,  rule  or
     regulation  applicable  to it, or result in the  creation of any  mortgage,
     pledge, lien, encumbrance or charge upon any of the properties or assets of
     Prepress;  and there is no such term or provision which  adversely  affects
     Prepress,  its operations or financial  condition as presently conducted or
     as  contemplated  to be conducted.  Prepress and, to the best  knowledge of
     Prepress, its officers, directors and key employees, are not parties to any
     mortgage,   indebtedness,   indenture,  contract,  agreement,   instrument,
     judgment,  decree or order  restricting  its ability to enter or compete in
     any line of business or market.


                                       7
<PAGE>
          2.11 Material Contracts and Obligations.

               2.11.1  Included in the Exhibit 2.11 is a list of all agreements,
          contracts  and other  obligations  to which  Prepress is a party or by
          which it is bound that are  material to the  operation of its business
          and  properties,  which:  (i) provide for aggregate  payments to or by
          Prepress in excess of Ten Thousand  Dollars  ($10,000),  (ii) obligate
          Prepress to share, license or develop any product or technology, (iii)
          appoint distributors,  dealers or sublicensees of Prepress's products,
          which  agreements  cannot be terminated on thirty (30) days' notice or
          less or (iv) involve  transactions  or proposed  transactions  between
          Prepress and its  officers,  directors,  affiliates  or any  affiliate
          thereof.  Copies of such  agreements  and contracts and  documentation
          evidencing such other  obligations have been delivered to ZiaSun.  All
          of such agreements and contracts are valid,  binding and in full force
          and effect in all material  respects,  assuming  due  execution by the
          other parties to such agreements and contracts. There is no pending or
          threatened  dispute  or  disagreement,  and there  have been no events
          which may give rise to any dispute or  disagreement,  between Prepress
          and any of the clients or customers  of Prepress,  or any other person
          having  a  business  relationship  with  Prepress,  which  dispute  or
          disagreement,  if  resolved  unfavorably  to  Prepress,  would  have a
          materially adverse effect on the operations or financial  condition of
          Prepress.  No client or  customer  of  Prepress,  or any other  person
          having a business  relationship  with Prepress,  has indicated that it
          presently  contemplates  terminating  its business  relationship  with
          Prepress.

               2.11.2 To the best  knowledge of Prepress and  Shareholders,  all
          open  orders,  licenses  and  contracts  for  Prepress's  products and
          services can be fulfilled by Prepress within its current capacity,  in
          accordance with the terms thereof,  and the  fulfillment  thereof will
          not  result  in  material   losses  or  material   warranty  or  other
          liabilities  to the Surviving  Corporation.  Exhibit 2.11 sets forth a
          summary of Prepress's backlog (including  deferred revenue recorded on
          Prepress financials),  which includes the total backlog as of the date
          of this  Agreement,  reflecting  any written  agreements and a monthly
          breakdown of the expected shipment dates for the orders represented by
          such  backlog.  All orders  reflected in such backlog are evidenced by
          written purchase orders or contracts. All such orders or contracts are
          firm,  fixed,  committed  and  non-cancelable.  To  the  best  of  its
          knowledge,  Prepress  will  collect the  revenue  from such orders and
          contracts in accordance  with the terms of their  respective  purchase
          orders or contracts, including, without limitation,  receiving payment
          in accordance with the deadline set forth therein.

          2.12 Hazardous Waste  Disposal.  To the best knowledge of Prepress and
     Shareholders, Prepress has materially complied with all laws regulating the
     discharge  and disposal of hazardous  waste,  the  violation of which would
     have a material, adverse effect on the operations or financial condition of
     Prepress, including, but not limited to:

               2.12.1  Comprehensive  Environmental  Response,  Compensation and
          Liability Act, 42 USC Sections 9601, et seq.;


                                       8
<PAGE>
               2.12.2  Resource  Conservation  and Recovery Act, 42 USC Sections
          6901, et seq.; and

               2.12.3 Toxic  Substances  Control Act, 15 USC Sections  2601,  et
          seq.

          2.13 Licenses and Permits.  Included in the Exhibit 2.13 is a complete
     and  accurate  list of all of the  licenses,  permits,  authorizations  and
     franchises  issued to,  possessed  by, used by or  otherwise in effect with
     respect to the business of Asia Prepress LLC.  Shareholders shall use their
     best efforts to assist  ZiaSun and Asia  Prepress LLC in obtaining  any and
     all  items  not  currently  represented  on said  exhibit  at the  earliest
     possible  time  period  following  the  transition.  Taking  the above into
     account,  Asia Prepress LLC has  delivered to ZiaSun  complete and accurate
     copies  of all of the  licenses,  permits,  authorizations  and  franchises
     identified in said Exhibit. All of the Asia Prepress LLC licenses, permits,
     authorizations  and  franchises  identified are valid and in full force and
     effect. Said licenses,  permits,  authorizations and franchises  constitute
     all of the licenses,  permits,  authorizations  and franchises  required to
     permit Asia  Prepress LLC to conduct its business in the manner in which it
     is  now  being  conducted,  and to  the  best  knowledge  of  Prepress  and
     Shareholders, Asia Prepress LLC is not in violation or breach of any of the
     terms,  requirements  or conditions of any of material  licenses,  permits,
     authorizations or franchises.

          2.14   Litigation,   Etc.  To  the  best  knowledge  of  Prepress  and
     Shareholders,  there are no actions,  suits,  proceedings or investigations
     pending against Prepress or, to the best knowledge of Prepress,  any of its
     officers or directors or its  properties,  before any court or governmental
     agency (nor,  to the best  knowledge of Prepress,  is there any  reasonable
     basis  therefore or threat  thereof),  which,  either in any case or in the
     aggregate,  might result in any material  adverse change in the business or
     financial condition of Prepress, or in any material impairment of the right
     or ability of Prepress to carry on its business as now  conducted or in any
     material  liability on the part of  Prepress,  or any change in the current
     equity ownership of Prepress, and none which questions the validity of this
     Agreement or any action taken or to be taken in  connection  herewith.  The
     foregoing  includes,  without  limiting its generality,  actions pending or
     threatened (or any basis therefore  known to Prepress)  involving the prior
     employment of any of  Prepress's  employees,  their use in connection  with
     Prepress's business of any information or techniques allegedly  proprietary
     to any of their former employers or their  obligations under any agreements
     with prior employers.

          2.15 Criminal Investigations and Activities.  To the best knowledge of
     Prepress  and  Shareholders,  Prepress,  its past and present  officers and
     directors and the Shareholders:  (i) have never been convicted of a felony,
     (ii) have not been named as a defendant  in a pending  criminal  proceeding
     involving a felony,  and (iii) are not now or ever have been the subject of
     any  governmental  decree  or  order  prohibiting  it or any of  them  from
     engaging  in certain  business  activities.  There is no  pending  criminal
     investigation of any nature whatsoever into the activities of Prepress, its
     officers, directors and Shareholders.  Prepress has fully complied with the
     provisions of the United States Export Administration Act and all rules and
     regulations promulgated thereunder.


                                       9
<PAGE>
          2.16  Material  Liabilities.  To the best  knowledge  of Prepress  and
     Shareholders, Prepress has no liabilities which are, individually or in the
     aggregate,  material to the  financial  condition or  operating  results of
     Prepress which have not been disclosed on Exhibit 2.16.

          2.17 Prepress Financial Statements. Exhibit 2.17 sets forth Prepress's
     audited  balance  sheets as of  December  31,  1998 and 1999 (the  "Balance
     Sheets") and the related  audited  statements of operations,  stockholders'
     equity and cash flows for the years then ended and the Prepress's unaudited
     balance  sheets dated as of December 31, 1999 and the unaudited  statements
     of operations for the period then ended (all of the foregoing  collectively
     the "Prepress  Financials").  The Prepress Financials have been prepared in
     accordance with generally accepted  accounting  principles ("GAAP") applied
     on a consistent  basis  throughout  the periods  presented  except that the
     unaudited Prepress Financials do not contain the footnotes required by GAAP
     and are subject to normal year-end  adjustments  which will not be material
     individually or in the aggregate.  The Prepress  Financials  fairly present
     the  financial  position  of  Prepress  as of their  dates and  results  of
     operations for the periods there ended. Except as set forth in the Prepress
     Financials, Prepress does not have any liability, indebtedness, obligation,
     expense,  claim,  deficiency,  guaranty or endorsement of any type, whether
     accrued,  absolute,  contingent,  matured  or  otherwise  (whether  or  not
     required to be reflected in financial  statements in accordance with GAAP),
     which  individually  or in the  aggregate  has not  arisen in the  ordinary
     course of Prepress's business since the unaudited Prepress  Financials,  in
     all cases consistent with past practices and amounts.

          2.18 Tax and Other Returns and Reports.

               2.18.1  Definition of Taxes.  For the purposes of this Agreement,
          "Tax" or,  collectively,  "Taxes",  means any and all federal,  state,
          local and foreign taxes,  assessments and other governmental  charges,
          duties,  impositions  and  liabilities,  including taxes based upon or
          measured  by  gross  receipts,   income,   profits,   sales,  use  and
          occupation,  and  value  added,  ad  valorem,   transfer,   franchise,
          withholding,  payroll,  recapture,  employment,  excise  and  property
          taxes,  together  with all interest,  penalties and additions  imposed
          with respect to such amounts and any obligations  under any agreements
          or arrangements with any other person with respect to such amounts and
          including any liability for taxes of a predecessor entity.

               2.18.2 Tax  Returns  and  Audits.  Except as set forth in Exhibit
          2.18.

                    (a) Prepress as of the Effective Time will have prepared and
               filed all Federal,  state, local and foreign returns,  estimates,
               information  statements  and reports  ("Returns")  required to be
               filed by such date  relating to any and all Taxes  concerning  or
               attributable  to Prepress or its  operations and such Returns are
               or  will be true  and  correct  and  have  or will  completed  in
               accordance with applicable law.

                    (b) Prepress as of the Effective Time: (a) will have paid or
               accrued  a  reserve  to pay all  Taxes it is  required  to pay or
               accrue and (b) will have  withheld  with respect to its employees
               all federal and state income  taxes,  FICA,  FUTA and other Taxes
               required to be withheld.


                                       10
<PAGE>
                    (c) Prepress has not been  delinquent  in the payment of any
               Tax nor is there  any Tax  deficiency  outstanding,  proposed  or
               assessed against  Prepress,  nor has Prepress executed any waiver
               of any statute of  limitations on or extending the period for the
               assessment or collection of any Tax.

                    (d) No audit or other  examination of any Return of Prepress
               is presently in progress,  nor has Prepress  been notified of any
               request for such an audit or other examination.

                    (e)  Prepress  does  not  have any  liabilities  for  unpaid
               Federal,  state,  local  or  foreign  Taxes  which  have not been
               accrued or reserved against on the Prepress  Financials,  whether
               asserted or unasserted, contingent or otherwise, and Prepress has
               no  knowledge  of or,  any  basis for the  assertion  of any such
               liability attributable to Prepress, its assets or operations.

                    (f) Prepress  has  provided to ZiaSun  copies of all Federal
               and state income and all state sales and use Tax Returns filed to
               date for all periods since the date of Prepress's incorporation.

                    (g) With the  exception  of the line of credit and any other
               Liens, as reflected on the Prepress  Financials,  attached hereto
               as Exhibit 2.17,  there are (and as of immediately  following the
               Closing  there  will  be) no  liens,  pledges,  charges,  claims,
               security interests or other encumbrances of any sort ("Liens") on
               the  assets of  Prepress  relating  to or  attributable  to Taxes
               except liens for current taxes not yet delinquent.

                    (h) Prepress has no knowledge of any basis for the assertion
               of any  claims  relating  or  attributable  to  Taxes  which,  if
               adversely determined,  would result in any Liens on the assets of
               Prepress.

                    (i) None of Prepress's assets are treated as "tax-exempt use
               property" within the meaning of Section 168(h) of the Code.

                    (j)  As of  the  Effective  Time,  there  will  not  be  any
               contract,  agreement,  plan  or  arrangement,  including  but not
               limited  to  the  provisions  of  this  Agreement,  covering  any
               employee or former  employee of Prepress  that,  individually  or
               collectively,  could give rise to the  payment of any amount that
               would not be  deductible  pursuant to Section  2806 or 162 of the
               Code.

                    (k)  Prepress  has not filed  any  consent  agreement  under
               Section 341(f) of the Code or agreed to have Section 341(f)(2) of
               the Code apply to any  disposition  of a subsection (f) asset (as
               defined in Section 341(f)(4) of the Code) owned by Prepress.


                                       11
<PAGE>
                    (l)  Prepress is not a party to a tax sharing or  allocation
               agreement  nor  does  Prepress  owe any  amount  under  any  such
               agreement.

                    (m) Prepress is not, and has not been at any time, a "United
               States real property holding  corporation"  within the meaning of
               Section 897(c)(2) of the Code.

                    (n)  Prepress  has not agreed to and is not required to make
               any  adjustment  pursuant  to Section 481 (a) of the Code (or any
               predecessor  provision) by reason of any change in any accounting
               method,  and there is no application by Prepress pending with any
               taxing  authority  requesting  permission  for any changes in any
               accounting  method of  Prepress.  No taxing  agency  (domestic or
               foreign)  has  proposed any  adjustment  or change in  Prepress's
               method of accounting for tax purposes.

          2.19  Title.  Prepress  has  good and  marketable  title to all of its
     assets and  properties  (both  tangible  and  intangible).  Such assets and
     properties  (both tangible and  intangible) are not subject to any security
     interests, liens, mortgages, pledges, encumbrances or charges of any kind.

          2.20  Change of  Control.  There is no plan or  agreement  pursuant to
     which any amounts may become payable  (whether  currently or in the future)
     to current or former  employees,  officers  and  directors of Prepress as a
     result of or in connection with the Merger.

          2.21 Disclosure.  To the best knowledge of Prepress and  Shareholders,
     Prepress has fully provided ZiaSun with all of the information which ZiaSun
     has  requested  for  deciding  whether  to enter  into  the  Reorganization
     hereunder.  To the  best  knowledge  of  Prepress  and  Shareholders,  this
     Agreement,   the  Prepress   Financials,   and  any  written  statement  or
     certificate  furnished to ZiaSun  pursuant to this  Agreement in connection
     with the transactions  contemplated by this Agreement, when taken together,
     do not contain any untrue  statement of a material fact nor omit to state a
     material fact necessary to make the statements made not misleading.

          2.22 Tax Treatment of  Transaction.  To the best knowledge of Prepress
     and  Shareholders,   and  based  upon  consultation  with  its  independent
     advisors,  Prepress has not taken or agreed to take any action,  and is not
     aware of any condition  that (without  giving effect to any action taken or
     agreed to be taken by  Prepress)  would  effect the  ability of the parties
     hereto to report the business combination to be effected by the Merger as a
     tax-free reorganization within the meaning of Section 368 of the Code.


                                       12
<PAGE>
     3. Representations and Warranties of ZiaSun. ZiaSun represents and warrants
to the Shareholders that:

          3.1  Corporate  Status.  ZiaSun is a  corporation  duly  organized and
     existing under the laws of Nevada, with authorized,  issued and outstanding
     capital stock as set forth in the 1934 Act documents defined in Section 3.4
     below.

          3.2 Corporate  Authority and  Authorization.  ZiaSun has the corporate
     power and authority to issue and deliver the ZiaSun  Common Stock  required
     to be issued  hereunder to Prepress;  and such shares when  delivered at or
     after the  Closing  will be fully  paid and  nonassessable.  All  corporate
     action on the part of ZiaSun  necessary for the  authorization,  execution,
     delivery and performance of this Agreement by ZiaSun and the performance of
     all of  ZiaSun's  obligations  hereunder  has been  taken.  This  Agreement
     constitutes  a valid and  binding  obligation  of ZiaSun,  and  enforceable
     against  ZiaSun in accordance  with its terms,  except the  indemnification
     provisions  of Section 5.  hereof  may be limited by  principals  of public
     policy and subject to laws of general  application  relating to bankruptcy,
     insolvency  and the relief of debtors and rules of law  governing  specific
     performance, injunctive relief or other equitable remedies.

          3.3 Governmental Consent. To the best knowledge of ZiaSun, no consent,
     approval or  authorization  or designation,  declaration or filing with any
     governmental  authority on the part of ZiaSun or third parties, is required
     in connection with the valid  execution and delivery of this Agreement,  or
     of the consummation of any other transaction  contemplated hereby except as
     specifically referenced in the Agreement.

          3.4 1934 Act  Documents.  ZiaSun has  delivered  to  Prepress  and the
     Shareholders  a copy of its most  current  Registration  Statement  on Form
     10-SB,  as amended and its Form 10-KSB for the year ended December 31, 2000
     (the "1934 Act  Documents")  filed with the U.S.  Securities  and  Exchange
     Commission  ("SEC") by ZiaSun  pursuant to the  Securities  Exchange Act of
     1934 (the "1934 Act").  To the best  knowledge of ZiaSun,  None of the 1934
     Documents,  when  taken  together,  contain  any  untrue  statement  of the
     material  fact or omit to  state a  material  fact  necessary  to make  the
     statements made not misleading.

     4. Additional Agreements.

          4.1 Tax Accounting.  ZiaSun,  Prepress and the  Shareholders  have not
     taken and will not take any action  which  reasonably  would be expected to
     jeopardize the tax-free nature of the reorganization hereunder.

          4.2 Substitution of Guaranty.  The Line of Credit set forth in Exhibit
     2.17  hereto,  is secured by the personal  guaranty of Patrick Cox.  ZiaSun
     agrees to assume the guaranty of said Line of Credit and obtain the release
     of the guaranty of Patrick Cox,  within 90 days of the Closing and further,
     agrees to hold harmless Patrick Cox with regard to said guaranty.


                                       13
<PAGE>
     5.  Survival of  Representations.  Warranties;  Indemnity.  The  respective
representations  and warranties  given by ZiaSun,  Prepress and the Shareholders
contained  herein shall remain effective  against their  respective  successors,
heirs and assigns and shall survive the Closing. ZiaSun shall indemnify and hold
Prepress and the  Shareholders  harmless  from any damage,  claim,  liability or
expense,  including reasonable attorneys' fees, arising out of the breach of any
representation  or warranty or the  nonfulfillment  of any  agreement  contained
herein,  or in any  certificate  to be  delivered  at the  Closing,  by  ZiaSun.
Prepress  and  each  of the  Shareholders,  jointly  and  severally,  shall,  in
proportion  to the  Shareholders'  respective  ownership  interest in  Prepress,
indemnify and hold ZiaSun harmless from any damage, claim, liability or expense,
including  reasonable  attorneys'  fees,  arising  out  of  the  breach  of  any
representation  or warranty or the  nonfulfillment  of any  agreement  contained
herein, or in any certificate to be delivered at the Closing, by Prepress or the
Shareholders,  provided however,  that notice of any such breach shall have been
communicated with specificity within two (2) years of the date hereof.

     6. Securities Laws Matters. Because of the exemptions from the registration
requirements   of  the   Securities  Act  of  1933  (the  "Act")  and  from  the
qualification requirements of the Nevada Revised Statutes ("NRS") relied upon by
ZiaSun in issuing the shares of ZiaSun  Common Stock under  Section 1 above (the
"Securities"), the Shareholders represent and warrant that they:

          6.1 Are aware that such  Securities  are highly  speculative  and that
     there can be no assurance as to what return, if any, there may be.

          6.2 Are aware of ZiaSun's business affairs and financial condition and
     have acquired sufficient  information about ZiaSun to reach an informed and
     knowledgeable decision to acquire such Securities.

          6.3 Are each acquiring  such  Securities for investment for his or her
     own account  only and not with a view to, or for sale in  connection  with,
     any "distribution" thereof within the meaning of the Act or the NRS.

          6.4 Understand that such Securities have not been registered under the
     Act or qualified under the Law by reason of specific exemptions  therefrom,
     which exemptions  depend upon, among other things,  the bona fide nature of
     the   Shareholders'   investment   intent  as  expressed  herein.  In  this
     connection,  the Shareholders' understand that, in the view of the SEC, the
     statutory  basis for one exemption from the Act may not be present if their
     representations  mean that their present intentions are to hold such shares
     for a minimum  capital gains period under the tax statutes,  for a deferred
     sale,  for a market rise,  for a sale if the market does not rise, or for a
     year or any other fixed period in the future.

          6.5 Understand that such Securities must be held  indefinitely  unless
     subsequently  registered  under the Act and  qualified  under the Law or an
     exemption from such registration and such  qualification is available,  and
     that, except as set forth in Section 7 below, ZiaSun is under no obligation
     to effect such  registration or qualification or to assure the availability
     of any such exemption.


                                       14
<PAGE>
          6.6 Are aware of Rule 144  promulgated  under  the Act  which  permits
     limited  public resale of the  Securities if it is acquired in a non-public
     offering  subject to the  satisfaction  of certain  conditions,  including,
     among other things:  the availability of certain public  information  about
     ZiaSun,  the  resale  occurring  not less than one (1) year after he or she
     purchased and  completed  payment for the  Securities to be sold,  the sale
     being  made  on the  public  market  through  a  broker  in an  unsolicited
     "broker's  transaction"  or to a  "market  maker"  and  the  amount  of the
     Securities  sold  during any  three-month  period not  exceeding  specified
     limitations (generally,  one percent (1%) of all Common Stock outstanding);
     except  that  such  conditions  need not be met by a  person  who is not an
     affiliate of ZiaSun at the time of sale and has not been an  affiliate  for
     the  preceding  three (3) months,  if the  Securities  to be sold have been
     beneficially owned by such person for at least two (2) years prior to their
     sale.  The  Common  Stock may not be  publicly  traded or ZiaSun may not be
     satisfying the current public  information  requirements of Rule 144 at the
     time a Shareholder  wishes to sell the  Securities;  and thus,  they may be
     precluded  from  selling  the  Securities  under  Rule 144 even  though the
     minimum holding period may have been satisfied.

          6.7 Further  understand that in the event the requirements of Rule 144
     are not met,  registration  under the Act,  compliance with Regulation A or
     some other  registration  exemption will be required for any disposition of
     the  Securities;  and  that,  although  Rule  144  is  not  exclusive,  the
     Commission has expressed its opinion that persons proposing to sell private
     placement  Securities  other than in a  registered  offering and other than
     pursuant  to  Rule  144  will  have  a  substantial   burden  of  proof  in
     establishing  that an exemption  from  registration  is available  for such
     offers or sales and that such  persons and the brokers who  participate  in
     such transactions do so at their own risk.

          6.8 Understand that the certificates evidencing the Securities will be
     imprinted with legends in substantially the following form:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT  AND MAY NOT BE SOLD,  TRANSFERRED,
ASSIGNED,  PLEDGED OR HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
FOR THESE SHARES UNDER SUCH ACT OR AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

     7. Compliance with Securities Act.


          7.1 Reports Under the 1934 Act. With a view to making available to the
     Shareholders  the benefits of certain rules and regulations  promulgated by
     the SEC that may permit the  Shareholders  to sell shares of ZiaSun's stock
     to the public without  registration,  ZiaSun agrees to:


                                       15
<PAGE>
          7.1.1 Make and keep adequate current public information available,  as
     those terms are understood and defined in Rule 144, at all times subsequent
     to the Closing; and

          7.1.2 Furnish to any Shareholder upon request,  a written statement by
     ZiaSun that it has complied  with the reporting  requirements  of Rule 144,
     and of the Act and the  1934  Act,  a copy of the  most  recent  annual  or
     quarterly  report of ZiaSun,  and such other reports and documents so filed
     by ZiaSun as may be reasonably requested in availing the Shareholder of any
     rule or regulation promulgated by the Commission that allows the selling of
     any such securities without registration.

     8. Expenses. Except as provided to the contrary herein, ZiaSun and Prepress
shall  pay all of its own  costs  and  expenses  incurred  with  respect  to the
negotiation, execution and delivery of this Agreement.

     9.  Severability.  If any provision of this  Agreement,  or the application
thereof, shall for any reason and to any extent be invalid or unenforceable, the
remainder of this  Agreement and  application of such provision to other persons
or circumstances shall be interpreted so as best to reasonably effect the intent
of the  parties  hereto.  The  parties  further  agree to  replace  such void or
unenforceable provision of this Agreement with a valid and enforceable provision
which will achieve,  to the extent  possible,  the economic,  business and other
purposes of the void or unenforceable provision.

     10. Entire Agreement.  This Agreement,  the exhibits hereto,  the documents
referenced herein, and the exhibits thereto, constitute the entire understanding
and  agreement of the parties  hereto with respect to the subject  matter hereof
and  thereof  and  supersede  all  prior  and   contemporaneous   agreements  or
understandings,  inducements or conditions, express or implied, written or oral,
between the parties with respect hereto and thereto.  The expressed terms hereof
control  and  supersede  any  course  of  performance  or  usage  of  the  trade
inconsistent with any of the terms hereof.

     11.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be an  original  as against  any party whose
signature appears thereon and all of which together shall constitute one and the
same  instrument.   This  Agreement  shall  become  binding  when  one  or  more
counterparts hereof,  individually or taken together,  shall bear the signatures
of all of the parties reflected hereon as signatories.

     12.  Broker's or Finder's Fees. The parties hereto  represent that no other
broker has brought about this Agreement, and no other finder's fee has been paid
or is payable by either party, except for the broker or finder whose name is set
forth on Exhibit  12, and whose fee shall be paid by ZiaSun.  Each party  hereto
shall indemnify and hold the other harmless against any and all claims,  losses,
liabilities  or  expenses  which may be  asserted  against it as a result of its
dealings, arrangements or agreements with any other broker.


                                       16
<PAGE>
     13. Other Remedies.  Any and all remedies herein expressly conferred upon a
party shall be deemed  cumulative  with and not  exclusive  of any other  remedy
conferred  hereby or by law on such  party,  and the  exercise of any one remedy
shall not preclude the exercise of any other.

     14.  Amendment and Waivers.  Any term or provision of this Agreement may be
amended,  and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by the party to be bound thereby. The waiver by a party
of any breach  hereof for  default  in  payment of any amount due  hereunder  or
default in the performance  hereof shall not be deemed to constitute a waiver of
any other default or succeeding breach or default.

     15. Survival of Agreements. All covenants, agreements,  representations and
warranties  made  herein  shall  survive  the  execution  and  delivery  of this
Agreement and the consummation of the transactions contemplated hereby.

     16. No Waiver.  The failure of any party to enforce  any of the  provisions
hereof  shall  not be  construed  to be a  waiver  of the  right  of such  party
thereafter to enforce such provisions.

     17.  Attorneys'  Fees.  Should suit be brought to enforce or interpret  any
part of this Agreement, the prevailing party shall be entitled to recover, as an
element of the costs of suit and not as damages,  reasonable  attorneys' fees to
be fixed by the court (including without limitation, costs, expenses and fees on
any appeal).

     18.  Notices.  Whenever any party hereto desires or is required to give any
notice,   demand,  or  request  with  respect  to  this  Agreement,   each  such
communication shall be in writing and shall be effective only if it is delivered
by personal service or mailed,  United States  certified mail,  postage prepaid,
addressed as follows:

         If to Prepress, addressed to:.
         ----------------------------
         Mr. Patrick R. Cox, , President
         Asia Prepress Technology, Inc.
         6711 Dover Road
         Glen Burnie, MD 21060
         Telephone:        (410) 760-7909
         Facsimile:        (410) 766-0216

         With a copy to Prepress Counsel, addressed to:
         ---------------------------------------------
         Mr. Ira K. Himmel
         Attorney at Law
         W.R. Grace Building
         Suite 901
         10 East Baltimore Street
         Baltimore, Maryland 21202
         Telephone:        (410) 547-2600
         Facsimile:        (410) 625-4709


                                       17
<PAGE>
         If to ZiaSun, addressed to:
         --------------------------
         Mr. Allen D. Hardman
         President and CEO
         ZiaSun Technologies, Inc.
         462 Stevens Avenue
         Suite 106
         Solana Beach, CA 92075
         Telephone:        (858) 350-4060
         Facsimile:        (858) 350-4066

         With a copy to ZiaSun counsel, addressed to:
         -------------------------------------------
         Mr. George G. Chachas
         Wenthur & Chachas
         4180 La Jolla Village Drive
         Suite 500
         La Jolla, California 92037
         Telephone:        (858) 457-3800
         Facsimile:        (858) 457-3691

          Such  communications  shall be effective when they are received by the
     addressee  thereof;  but if sent by certified  mail in the manner set forth
     above,  they shall be effective five (5) days after being  deposited in the
     United   States   mail.   Any  party  may  change  its   address  for  such
     communications  by giving  notice  thereof to the other party in conformity
     with this Section.

     19. Time. Time is of the essence of this Agreement.

     20.  Construction  of Agreement.  This Agreement has been negotiated by the
respective  parties hereto and their attorneys and the language hereof shall not
be  construed  for or against any party.  A reference  in this  Agreement to any
Section  shall  include a reference to every  Section the number of which begins
with the number of the Sections to which reference is specifically made (e.g., a
reference  to  Section  5.8 shall  include a  reference  to  Sections  5.8.1 and
5.8.2.1).  The titles and headings  herein are for  reference  purposes only and
shall not in any manner limit the  construction of this Agreement which shall be
considered as a whole.

     21. No Joint Venture.  Nothing  contained in this Agreement shall be deemed
or  construed  as  creating a joint  venture or  partnership  between any of the
parties hereto. No party is by virtue of this Agreement  authorized as an agent,
employee or legal  representative  of any other  party.  No party shall have the
power to control the activities and operations of any other and their status is,
and at all times,  will  continue to be, that of  independent  contractors  with
respect to each  other.  No party shall have any power or  authority  to bind or
commit any other.  No party  shall hold  itself out as having any  authority  or
relationship in contravention of this Section.

     22. Further Assurances. Each party agrees to cooperate fully with the other
parties and to execute such further instruments, documents and agreements and to
give such further  written  assurances,  as may be  reasonably  requested by any
other party, to better evidence and reflect the  transactions  described  herein
and  contemplated  hereby,  and to carry into effect the intents and purposes of
this Agreement.


                                       18
<PAGE>
     23.  Absence of Third  Party  Beneficiary  Rights.  No  provisions  of this
Agreement  are  intended  nor shall be  interpreted  to  provide  or create  any
third-party  beneficiary  rights or any other  rights of any kind in any client,
customer,  affiliate,  shareholder,  or partner of any party hereto or any other
person;  unless  specifically  provided  otherwise  herein,  and,  except  as so
provided,  all provisions hereof shall be personal solely between the parties to
this Agreement.

     24. Parties in Interest. Nothing herein expressed or implied is intended or
shall be  construed  to confer upon or to give any person,  firm or  corporation
other than the parties hereto any rights or remedies under or by reason hereof.

     25. Binding upon Successors and Assigns.  Subject to, and unless  otherwise
provided in, this Agreement,  each and all of the covenants,  terms, provisions,
and agreements  contained herein shall be binding upon, and inure to the benefit
of,  the  successors,  executors,  heirs,  representatives,  administrators  and
assigns of the parties hereto.

     26.  Governing  Law. It is the  intention  of the  parties  hereto that the
internal  laws of the State of  California  (irrespective  of its  choice of law
principles) shall govern the validity of this Agreement, the construction of its
terms,  and the  interpretation  and enforcement of the rights and duties of the
parties hereto.

     27. Negotiated Agreement. This Agreement has been negotiated by the parties
hereto and their respective legal counsel,  and the language hereof shall not be
construed for or against any such party.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first written above.

                                   ZIASUN TECHNOLOGIES, INC.
                                   A Nevada Corporation


Dated: 05/24/2000                  /s/  D. Scott Elder
                                   -------------------------------
                                   By:  D. Scott Elder
                                   Its: Chairman


Dated: 22 May 2000                 /s/  Allen D. Hardman
                                   -------------------------------
                                   By:  Allen D. Hardman
                                   Its: President and CEO


                                       19

<PAGE>
                                   MOMENTUM MERGER CORP.
                                   A Maryland Corporation


Dated: 22 May 2000                 /s/  Allen D. Hardman
                                   ------------------------------
                                   By:  Allen D. Hardman
                                   Its: President and Secretary


                                   ASIA PREPRESS TECHNOLOGY, INC.
                                   A Maryland Corporation


Dated: 5/25/2000                   /s/  Patrick R. Cox
                                   ------------------------------
                                   By:  Patrick R. Cox
                                   Its: President


Dated: 5/25/00                     /s/  Mark McMullen
                                   ------------------------------
                                   By:  Mark McMullen
                                   Its: Secretary


                                   SHAREHOLDERS

Dated:      5/25/2000              /s/  Patrick R. Cox
                                   ------------------------------
                                   Patrick R. Cox


Dated:      5/25/2000              /s/  Calvin A. Cox
                                   ------------------------------
                                   Calvin  A. Cox



                                       20

<PAGE>
                                LIST OF EXHIBITS
                                ----------------

     EXHIBIT 2          Schedule of Exceptions for ASIA PREPRESS
     EXHIBIT 2.2        Shares Issued and Outstanding of ASIA PREPRESS
     EXHIBIT 2.6.1      Intellectual Property Right Agreements of ASIA PREPRESS
     EXHIBIT 2.6.2      Software and Proprietary Programs of ASIA PREPRESS
     EXHIBIT 2.11       Material  Agreements,  Contracts  and  Obligations  of
                        ASIA PREPRESS
     EXHIBIT 2.13       Licenses, Permits and Authorizations Related to ASIA
                        PREPRESS
     EXHIBIT 2.16       Material Liabilities of ASIA PREPRESS
     EXHIBIT 2.17       Audited Financial Statements of ASIA PREPRESS
     EXHIBIT 2.18       Tax Reports and Returns of ASIA PREPRESS
     EXHIBIT 12         Brokers



<PAGE>
                                    EXHIBIT 2
                                    ---------

                    SCHEDULE OF EXCEPTIONS FOR ASIA PREPRESS

--------------------------------------------------------------------------------


                                      NONE





<PAGE>

                                   EXHIBIT 2.2
                                   -----------

                 SHARES ISSUED AND OUTSTANDING OF ASIA PREPRESS
--------------------------------------------------------------------------------



         Shareholder Name                                     Shares Owned
         -----------------------------------------------------------------
         Patrick R. Cox                                       99

         Calvin A. Cox                                        1



<PAGE>
                                  EXHIBIT 2.6.1
                                  -------------

             INTELLECTUAL PROPERTY RIGHT AGREEMENTS OF ASIA PREPRESS
--------------------------------------------------------------------------------


                                      NONE



<PAGE>
                                  EXHIBIT 2.6.2
                                  -------------

               SOFTWARE AND PROPRIETARY PROGRAMS OF ASIA PREPRESS
--------------------------------------------------------------------------------


                                      NONE


<PAGE>
                                  EXHIBIT 2.11
                                  ------------

         MATERIAL AGREEMENTS, CONTRACTS AND OBLIGATIONS OF ASIA PREPRESS
--------------------------------------------------------------------------------


                                      NONE


<PAGE>

                                  EXHIBIT 2.13
                                  ------------

        LICENSES, PERMITS AND AUTHORIZATIONS RELATED TO ASIA PREPRESS LLC
--------------------------------------------------------------------------------



1.   Certificate  of  Registration  issued  by  Clark  Development  Corporation,
     Republic of the  Philippines,  Office of the President  for the  Philippine
     Branch on September 26, 1995.

2.   Certificate  of  Registration  issued  by  Clark  Development  Corporation,
     Republic of the  Philippines,  Office of the  President  for the  LLC-Clark
     Branch on March 20, 1998.

3.   Certificate  of  Registration  issued by Bureau of Internal  Revenue of the
     Philippines on March 20, 1998.

4.   Certificate  of Tax  Exemption  issued  by Clark  Development  Corporation,
     Republic of the Philippines, Office of the President on January 15, 1997,

5.   Application for Registration issued by Republic of Philippines on September
     26, 1995.

6.   Certificate  of  Registration   and  Tax  Exemption  issued  by  Subic  Bay
     Metropolitan Authority for the Philippine Branch on August 10,1999.


<PAGE>
                                  EXHIBIT 2.16
                                  ------------

                      MATERIAL LIABILITIES OF ASIA PREPRESS
--------------------------------------------------------------------------------

     A working capital line of credit exists in the amount of $250,000,  between
Asia Prepress and First Union National Bank,  dated January 29, 1999. Under this
line of credit Asia Prepress may borrow, repay and reborrow,  from time to time,
so long as the total  indebtedness  outstanding  at any one time does not exceed
the  principal  amount.  The loan  proceeds  are to be used  solely  to  finance
inventory  and/or  accounts  receivable.  The interest  rate shall accrue on the
unpaid  principal  balance  at the rate of Bank's  Prime Rate plus 1.50% as that
rate may change form time to time. The personal  guarantor of the line of credit
is Patrick R. Cox. In the event of a default, all outstanding  obligations shall
bear  interest  at the Bank's  Prime Rate plus 3%, in  addition,  any  necessary
attorney's  fee  will  be  collected  which  will  equal  15% of the  guaranteed
obligations  then  outstanding.  All principal and accrued  interest  under this
agreement  are due and  payable in full on June 1, 2000.  As of June 1, 2000 the
unpaid principal and interest due on the line of credit will be $159,228.28.

<PAGE>
                                  EXHIBIT 2.17
                                  ------------

                          AUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


                    TO BE PROVIDED WITHIN 60 DAYS OF CLOSING



<PAGE>
                                  EXHIBIT 2.18
                                  ------------

                    TAX REPORTS AND RETURNS OF ASIA PREPRESS
--------------------------------------------------------------------------------


                                  SEE ATTACHED



<PAGE>
                                   EXHIBIT 12
                                   ----------

                                     BROKERS
--------------------------------------------------------------------------------

     With  the  exception  of the  shares  issued  to the  Shareholders  of ASIA
PREPRESS as set forth  herein,  no brokerage of finders fees in the form of cash
or  securities  were  paid  to any  party  or  person  in  connection  with  the
acquisition.
</TEXT>
</DOCUMENT>
