ZIASUN TECHNOLOGIES INC
SHARE PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>

                            SHARE PURCHASE AGREEMENT
                            ------------------------

     THIS SHARE PURCHASE  AGREEMENT (the "Agreement") is effective as of July 1,
2000,  is  by  and  among  ZiaSun  Technologies,  Inc.,  a  Nevada  corporation,
hereinafter  referred  to  as  "ZiaSun",   and  Vulcan  Consultants  Limited,  a
corporation organized and existing under the laws of the British Virgin Islands,
hereinafter  referred to as "Purchaser."  This Agreement shall become  effective
only when executed by all parties hereto.

                                    RECITALS
                                    --------

     A. Whereas, ZiaSun is the owner and holder of one (1) Share of common stock
of Momentum Internet  Incorporated,  a corporation  organized and existing under
the laws of the British Virgin Islands, hereinafter referred to as "Momentum."

     B.   Whereas,   ZiaSun   acquired   Momentum  on  October  5,  1999,  in  a
stock-for-stock  exchange with Purchaser,  wherein  Purchaser  received  565,000
pre-split  restricted  shares of ZiaSun  and  ZiaSun  received  all  issued  and
outstanding  shares of Momentum,  consisting of one (1) share of common stock of
Momentum, whereupon Momentum became a wholly owned subsidiary of ZiaSun.

     C. Whereas,  Ziasun  desires to sell to Purchaser and Purchaser  desires to
purchase  from  ZiaSun  all of the  issued and  outstanding  shares of  Momentum
consisting of one (1) share of common stock, in  consideration  of seven hundred
twenty-five thousand (725,000) restricted shares of Common Stock of ZiaSun owned
by Purchaser.

     D. Whereas,  Swiftrade,  which is a subsidiary of Momentum has borrowed the
sum of $500,000 from Momentum Asia, Inc., a subsidiary of ZiaSun, As a condition
to the  Closing of the sale of Momentum  to Vulcan,  Swiftrade  shall repay this
loan in full as set forth in paragraphs 6.3.3 through 6.3.7, and 8.1.4, below.

                                    AGREEMENT
                                    ---------

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
warranties, representations,  agreements and undertakings hereinafter set forth,
the parties do hereby agree as follows:

                                   ARTICLE 1.
                                   ----------

                              CERTAIN DEFINITIONS.
                              --------------------

     1.1 For the purpose of this  Agreement,  the terms  defined in this Article
1., shall have the meanings set out below. All capitalized  terms not defined in
this Article 1., shall have the meanings ascribed to them in other parts of this
Agreement.

                                  Page 1 of 19
<PAGE>

     1.2 "ZiaSun"  shall mean ZiaSun  Technologies,  Inc. a Nevada  corporation.

     1.3 "Momentum"  shall mean Momentum  Internet  Incorporated,  a corporation
organized and existing under the laws of British Virgin Islands,  a wholly owned
subsidiary of ZiaSun.

     1.4  "Vulcan"  shall mean  Vulcan  Consultants  Limited,  a British  Virgin
Islands corporation.

     1.5 "Closing" shall mean the consummation of the transactions  contemplated
hereby on the Closing Date.

     1.6  "Closing  Date" shall mean that date on or before  August 1, 2000,  or
such other date as to which the parties may agree.

     1.7 "Common Stock" shall mean the Common stock, no par value, of ZiaSun.

     1.8 "MII Share"  shall mean one (1) share of common stock of Momentum to be
sold to and acquired by Purchaser from the ZiaSun hereunder.

     1.9  "Purchase  Price"  shall  mean  seven  hundred  twenty-five   thousand
(725,000) restricted shares of common stock of ZiaSun.

                                   ARTICLE 2.
                                   ----------

                               PURCHASE AND SALE.
                               ------------------

     2.1 ZiaSun  agrees to sell to Purchaser,  and Purchaser  agrees to buy from
ZiaSun,  all issued and outstanding  common stock of Momentum,  for the purchase
price and upon the terms, provisions and conditions hereinafter set forth.

                                   ARTICLE 3.
                                   ----------

                        PURCHASE PRICE AND CONSIDERATION.
                        ---------------------------------

     3.1 Purchase Price and Consideration.  The purchase price and consideration
for all issued and  outstanding  common stock of Momentum shall be seven hundred
twenty-five thousand (725,000) restricted shares of Common Stock of ZiaSun, free
of any liens, pledges or encumbrances of any kind.

                                   ARTICLE 4.
                                   ----------

                    REPRESENTATIONS AND WARRANTIES BY ZIASUN.
                    -----------------------------------------

     4.1 As a material  inducement  to Purchaser  to enter into this  Agreement,
ZiaSun represents and warrants to Purchaser that as of the date hereof:

                                  Page 2 of 19
<PAGE>

          4.1.1  Organization and Good Standing.  Momentum is duly organized and
     existing in good  standing  under the laws of the British  Virgin  Islands.
     Momentum is not  presently  engaging in business in any other  jurisdiction
     and is qualified as a foreign  corporation nor authorized to do business in
     other jurisdictions. Momentum has the corporate power to own its properties
     and to  carry  on its  business  as now  conducted  and as  proposed  to be
     conducted;

          4.1.2 Authorization. The execution, delivery and performance by ZiaSun
     of this  Agreement and the  execution,  delivery and  performance by ZiaSun
     and/or  Momentum of each related  agreement to which ZiaSun and/or Momentum
     is a party (a) are within ZiaSun's or Momentum's  power and authority,  (b)
     have  been duly  authorized  by all  necessary  corporate  proceedings,  as
     applicable,  and (c) do not  conflict  with or result in any  breach of any
     provision  or of the  creation of any lien or  encumbrance  upon any of the
     property of  Momentum  or require  any consent or approval  pursuant to the
     Articles of  Incorporation  or bylaws of  Momentum or any law,  regulation,
     order, judgment, writ, injunction, license, permit, agreement or instrument
     applicable to ZiaSun or Momentum;

          4.1.3 Enforceability.  The execution and delivery of this Agreement by
     ZiaSun  and the  execution  and  delivery  by ZiaSun and  Momentum  of each
     related  agreement to which it is a party,  will result in legally  binding
     obligations of ZiaSun,  enforceable  against each of ZiaSun and Momentum in
     accordance  with the respective  terms and  provisions  hereof and thereof,
     except to the extent that (a) such enforceability is limited by bankruptcy,
     insolvency,  reorganization,  moratorium  or  other  laws  relating  to  or
     affecting  generally  the  enforcement  of creditor's  rights,  and (b) the
     availability  of the remedy of specific  performance or injunctive or other
     equitable  relief  will be subject to the  discretion  of the court  before
     which any proceeding therefore may be brought;

          4.1.4  Governmental  Approvals.  Except as set forth in Exhibit  4.1.4
     hereto, the execution, delivery and performance by ZiaSun of this Agreement
     and the  execution  and  delivery by ZiaSun and  Momentum  of each  related
     agreement  to which it is a party,  do not require the  approval or consent
     of, or any filing with, any governmental authority or agency.

     4.2 Capitalization.

          4.2.1 Capital Stock. The authorized capital stock of Momentum consists
     solely of 50,000 shares of Common Stock, U.S.$1.00 Par Value per share (the
     "MII  Common  Stock"),  of which one (1) share is issued  and  outstanding,
     fully paid and non-assessable.

          4.2.2 Options, Etc. There are no outstanding rights (either preemptive
     or other) or options to  subscribe  for or purchase any shares of Momentum,
     or any securities convertible into exchangeable for its capital stock.

     4.3. Subsidiaries and Websites of Momentum. Exhibit 4.3 hereto sets for the
subsidiaries  and websites owned by Momentum,  which, as a result of the sale of
Momentum to Vulcan will remain part of Momentum.  Except as set forth on Exhibit
4.3,  Momentum does not have any subsidiaries and does not own or hold of record
and/or  beneficially  any  shares  of any  class  in the  capital  of any  other
corporation.  Further, except as set forth on Exhibit 4.3, Momentum does not own
any legal and/or beneficial  interests in any  partnerships,  business trusts or
joint ventures or in any other unincorporated trade or business enterprises.

                                  Page 3 of 19
<PAGE>

     4.4. Subsidiaries and Websites Which ARE NOT part of Momentum.  Exhibit 4.4
hereto sets for the  subsidiaries and websites which are not owned by, or a part
of Momentum, and which remain the property of ZiaSun of its other subsidiaries

     4.5  Reports  and  Financial  Statements.  Purchaser  has  heretofore  been
furnished  with  complete  and  correct  copies of the  audited  balance  sheet,
statements of income and cash flows of Momentum, as of December 31, 1999, a copy
of which is attached  hereto as Exhibit 4.5.  Purchaser  accepts  said  Momentum
Financial  Statements  "As-Is"  and  accepts  any  adjustments  that may  result
thereto.

     4.6 Material Adverse Change. To the best of ZiaSun's  knowledge,  except as
set forth on Exhibit 4.6,  hereto,  there has been no material adverse change in
the business, properties, financial condition or prospects of Momentum since the
date of the Momentum Financial Statements.

     4.7 Solvency.  Prior to, upon and immediately after the consummation of the
acquisition  and  the  transactions  contemplated  hereby  and  by  the  related
agreements,  Momentum is solvent,  has tangible and  intangible  assets having a
fair value in excess of the amount  required to pay its probable  liabilities on
its  existing  debts as they  become  absolute  and  matured  and has  access to
adequate  capital  for the  conduct of its  business  and the ability to pay its
debts from time to time incurred in connection therewith as such debts mature.

     4.8 Title to Assets;  Leases.  Except as  disclosed  herein or set forth on
Exhibit  4.8,  attached  hereto,  Momentum  owns all of its assets  shown on the
Momentum  Financial  Statements free and clear of all liens and encumbrances and
enjoys peaceful and undisturbed  possession of all leased real property on which
the facilities are currently situated, and all such leases are valid and in full
force and effect.

     4.9  Defaults.  Momentum  is not in  default  under  any  provision  of its
Articles of  Incorporation  or by-laws or under any provision of any  franchise,
contract,  agreement,  lease  or other  instrument  to which it is a party or by
which it or its property is bound or in violation of any law,  judgment,  decree
or governmental order, rule or regulation.

     4.10 Indebtedness and Liens.  Except as set forth on Exhibit 4.10,  hereto,
Momentum does not have any indebtedness or liens upon any of its properties.

     4.11  Representations  and Warranties.  All  representations and warranties
made  by  ZiaSun  or  Momentum  in  any  of  the  related  agreements  or in the
certificates  delivered in  connection  therewith are true and correct as of the
date  hereof with the same force and effect as though made on and as of the date
hereof,  and  such  representations  and  warranties  are  hereby  confirmed  to
Purchaser and made representations and warranties of Momentum hereunder as fully
as if set forth herein.

                                  Page 4 of 19
<PAGE>

     4.12  Related  Agreements.   Purchaser  has  heretofore  or  simultaneously
herewith  been  furnished  with  complete and correct  copies of all the related
agreements and all other  agreements,  instruments and documents entered into in
connection  therewith.  This  Agreement and the related  agreements are the only
material  agreements  relating  to  the  stock  purchase  and  the  transactions
contemplated hereby to which Momentum is a party.  Momentum is not in default on
any of its obligations under this Agreement or any related agreement.

     4.13  Licenses,  Etc.  Exhibit  4.13,  hereto  sets  forth  a  list  of all
franchises,  patents,  patent  applications,  patent  licenses,  patent  rights,
trademarks,  trademark  rights,  trade  names,  trade name  rights,  copyrights,
licenses,  permits,  authorizations  and other rights as are  necessary  for the
conduct of the business of Momentum as currently conducted or currently proposed
to be conducted. All of the foregoing are in full force and effect, and Momentum
is in compliance  with the foregoing  without any known  conflict with the valid
rights of others which could affect or impair in a material manner the property,
business or financial condition of Momentum.

     4.14  Litigation.  Except as set forth and described on Exhibit 4.14, there
is no pending or  threatened  litigation or other  proceeding  before any court,
board or other  governmental or  administrative  agency or arbitrator,  to which
Momentum is or would be a party.  No such pending or  threatened  litigation  or
other  proceeding,  individually  or in the aggregate,  is reasonably  likely to
result in any final  judgment or liability  which,  after  giving  effect to any
applicable insurance, could result in a material adverse change in the business,
assets,  financial  condition or  prospects  of Momentum No judgment,  decree or
order of any court,  board or other  governmental  or  administrative  agency or
arbitrator has been issued against or binds Momentum or its assets.

     4.15 Tax Returns. Except as set forth on Exhibit 4.15, hereto, Momentum has
filed all tax  returns  and  reports  which are  required  to be filed  with any
foreign,  federal, state or local governmental authority or agency and has paid,
or made adequate provision for the payment of, all assessments  received and all
taxes which have or may become due under applicable foreign,  federal,  state or
local  governmental law or regulations with respect to the periods in respect of
which such returns and reports were filed.  Except as set forth on Exhibit 4.14,
hereto,  Momentum  knows of no  additional  assessments  since  the date of such
returns and reports, and there will be no additional assessments with respect to
the periods for which such  returns  and reports  were filed for which  adequate
reserves  appearing on the balance sheets referred to in paragraph 4.4, have not
been established. Momentum has made adequate provision for all current taxes.

     4.16 Governmental  Regulations.  Momentum is not a "holding company",  or a
"subsidiary  company"  of a "holding  company" or an  "affiliate"  of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935;  Momentum is not a  "registered  investment  company",  or an  "affiliated
person" or a principal underwriter of a "registered investment Company", as such
terms are defined in the Investment Company Act of 1940, as amended.

                                  Page 5 of 19
<PAGE>

     4.17 Disclosure. No representation, warranty or statement made by ZiaSun or
Momentum in this Agreement, any related agreement or any agreement, certificate,
statement  or  document  furnished  by or on behalf of  ZiaSun  or  Momentum  in
connection  herewith or therewith contains any untrue statement of material fact
or omits to state a  material  fact  necessary  in order to make the  statements
contained  herein or therein,  in light of the  circumstances in which they were
made, not misleading.

     4.18  Employees.  Except as shown on Exhibit  4.18, to the best of ZiaSun's
knowledge,  Momentum  does not  have any  liability  or  obligation  of any kind
whatsoever to any of its former employees. There will be no unpaid bonuses owing
to any  employee of Momentum  at the  Closing  Date.  Momentum is not a party or
subject  to  collective  bargaining  agreements  with  respect  to  any  of  its
employees.  To the best knowledge of ZiaSun,  Momentum will not be liable to any
of its  employees  whose  employment  is  terminated  by ZiaSun at or before the
Closing  for a claim  of  wrongful  termination  or  severance  pay,  except  as
described in Exhibit 4.18; provided, however, no representation is made that any
such employee will not file a claim or  litigation in respect  thereto,  or that
Momentum will not incur costs or expenses as a result thereof.

     4.19  Insurance.   Exhibit  4.19  contains  a  complete  list  and  summary
description of all insurance policies, briefly identifying the nature, period of
coverage,  insurer and annual premium,  in which Momentum is named as an insured
or  beneficiary or as a loss payable payee or for which Momentum has paid all or
part  of the  premium  in  force  on the  date  hereof.  Such  policies  will be
maintained  in full force and effect by  Momentum  in their  present  amounts up
through and  including the Closing  Date.  Exhibit 4.19  specifies any notice or
other  information  regarding any claims or possible  claims under the insurance
policies  shown thereon.  Momentum is not in material  default under any of such
policies  and has not  received  any  communication  or any nature  which  would
indicate any problem as to obtaining  coverage at  substantially  similar  rates
(other than normal premium increases) or which threatens  cancellation of any of
such policies.

     4.20 Officers and Directors.  Exhibit 4.20 contains the names and titles of
all officers and Directors of Momentum.

     4.21  No  Dividends  or  Distributions.  No  officer,  director,  principal
shareholder,  agent, or employee of Momentum or any predecessor corporation,  or
any  affiliate  of any such person,  owns or controls  any assets or  properties
which are used in its business,  nor are there any  agreements in effect between
Momentum and said persons other than as set forth in on Exhibit 4.20.

                                   ARTICLE 5.
                                   ----------

                   REPRESENTATIONS AND WARRANTIES BY PURCHASER
                   -------------------------------------------

     5.1 As a  material  inducement  to  ZiaSun to enter  into  this  Agreement,
Purchaser represents and warrants to ZiaSun that as of the date hereof:

                                  Page 6 of 19
<PAGE>

          5.1.1  Authorization.  The execution,  delivery and performance by the
     Purchaser of this  Agreement  and each  related  agreement to which it is a
     party,  (a) are within the Purchaser's  power and authority,  (b) have been
     duly authorized by all necessary proceedings,  and (c) do not conflict with
     or result in any breach of any  provision  or of the  creation  of any lien
     upon any of the  property  of the  Purchaser  or  require  any  consent  or
     approval that has not been obtained or will not be obtained before Closing,
     and do not violate any law, regulation,  order, judgment, writ, injunction,
     license, permit, agreement or instrument.

          5.1.2 Enforceability.  The execution and delivery of this Agreement by
     the  Purchaser  and each  related  agreement  to which it is a party,  will
     result in legally binding obligations of the Purchaser  enforceable against
     it in  accordance  with the  respective  terms and  provisions  hereof  and
     thereof,  except to the extent that (a) such  enforceability  is limited by
     bankruptcy, insolvency,  reorganization,  moratorium or other laws relating
     to or affecting  generally the  enforcement of creditor's  rights,  (b) the
     availability  of the remedy of specific  performance or injunctive or other
     equitable  relief  will be subject to the  discretion  of the court  before
     which any proceeding therefore may be brought.

          5.1.3  Governmental  Approvals.  Except as set forth on Exhibit 5.1.3,
     hereof,  the execution,  delivery and  performance by the Purchaser of this
     Agreement  do not require the  approval or consent of, or any filing  with,
     any governmental authority or agency.

          5.1.4  Business.  Prior to and at the Closing Date, the Purchaser will
     not have conducted any business or incurred any liabilities that shall have
     a material adverse impact on Purchaser's ability to fulfill its obligations
     hereunder.

          5.1.5 Solvency.  Prior to, upon and immediately after the consummation
     of the  Acquisition  and the  transactions  contemplated  hereby and by the
     related  agreements,  Purchaser is solvent,  has  tangible  and  intangible
     assets  having a fair  value in excess of the  amount  required  to pay his
     probable  liabilities  on his  existing  debts as they become  absolute and
     matured and has access to adequate  capital for the conduct of his business
     and the ability to pay his debts from time to time  incurred in  connection
     therewith as such debts mature.

          5.1.6 Title to Assets;  Leases.  Except as set forth on Exhibit  5.1.6
     hereof,  upon completion of this Agreement,  Purchaser  enjoys peaceful and
     undisturbed possession to all of Purchaser's assets.

          5.1.7  Defaults.  The  Purchaser is not in default under any provision
     any  franchise,  contract,  agreement,  lease or other  instrument to which
     Purchaser is a party or by which Purchaser or Purchaser's property is bound
     or in violation of any law, judgment, decree or governmental order, rule or
     regulation.

          5.1.8   Representations   and  Warranties.   All  representations  and
     warranties made by the Purchaser in any of the related  agreements are true
     and  correct as of the date hereof with the same force and effect as though
     made on and as of the date hereof, and such  representations and warranties
     are hereby confirmed to you and made  representations and warranties of the
     Purchaser hereunder as fully as if set forth herein.

                                  Page 7 of 19
<PAGE>

          5.1.9 Related  Agreements.  This Agreement and the related  agreements
     are the only  material  agreements  relating to the stock  purchase and the
     transactions  contemplated  hereby to which the  Purchaser is a party.  The
     Purchaser is not in default on any of its obligations  under this Agreement
     or any related agreements.

          5.1.20  Litigation.  There is no pending or  threatened  litigation or
     other  proceeding  before  any  court,   board  or  other  governmental  or
     administrative  agency or arbitrator,  to which Purchaser is a party, which
     is  reasonably  likely to result in any final  judgment or liability  which
     could  result  in a  material  adverse  change  in  the  business,  assets,
     financial condition or prospects of the Purchaser.

          5.1.21 Tax  Returns.  Purchaser  has filed all tax returns and reports
     which are  required to be filed with any foreign,  federal,  state or local
     governmental  authority or agency and has paid, or made adequate  provision
     for the payment of, all  assessments  received  and all taxes which have or
     may  become  due  under  applicable  foreign,   federal,   state  or  local
     governmental  law or regulations  with respect to the periods in respect of
     which such  returns  and  reports  were filed.  The  Purchaser  knows of no
     additional  assessments  since the date of such  returns and  reports,  and
     there will be no  additional  assessments  with  respect to the periods for
     which such returns and reports were filed for which  Purchaser did not have
     adequate reserves and Purchaser has made adequate provision for all current
     taxes.

          5.1.22 Disclosure.  No  representation,  warranty or statement made by
     Purchaser  in this  Agreement,  any  related  agreement  or any  agreement,
     certificate,  statement or document  furnished by or on behalf of Purchaser
     in connection  herewith  contains any untrue  statement of material fact or
     omits to state a material  fact  necessary in order to make the  statements
     contained  herein or therein,  in light of the  circumstances in which they
     were made, not misleading.

          5.1.23  Access  to  Financial  Reports.  ZiaSun  shall  have  full and
     complete  access  to any and all  financial  information  and  records,  of
     Momentum up to June 30,  2000,  as required by ZiaSun,  in order for ZiaSun
     and  its  independent  auditors  to  prepare  the  requisite   consolidated
     financial statements for the year ending December 31, 2000.

          5.1.24  Execution of Registrant  Name Change  Agreement for ZiaSun.com
     and  Zsun.com  Website.  Momentum  is  presently  the  website  master  and
     Registrant  of the Websites  "Ziasun.com"  and  "Zsun.com."  ZiaSun and its
     board of  directors  have  determined  that it is in the best  interest  of
     ZiaSun to host the website in the United  States and as such  Momentum will
     no longer function as the website master, host or registrant for ZiaSun.com
     or  Zsun.com.  Accordingly,  as a  condition  to the Closing of the sale of
     Momentum to Vulcan,  Momentum agrees to concurrently  with the execution of
     this  Agreement  execute  that  certain  Registrant  Name Change  Agreement
     attached  hereto as Exhibit  5.1.24(a) and 5.1.24(b)  thereby  changing the
     registered owner of the ZiaSun.com and Zsun.com website to ZiaSun.

                                  Page 8 of 19
<PAGE>
                                   ARTICLE 6.
                                   ---------

                                    CLOSING.
                                    --------

     6.1 The closing of this transaction  shall be held at the offices of ZiaSun
Technologies,  Inc.,  located at 462 Stevens  Avenue,  Suite 106,  Solana Beach,
California  92075, on or before August 31, 2000, or at such other place and time
as is mutually agreeable to the parties, or by FAX and Federal Express.

     6.2 ZiaSun's Deliveries at Closing. On the Closing date or such time period
as set forth below, ZiaSun shall deliver the following items:

          6.2.1 a certificate  representing the one (1) share of Common Stock of
     Momentum, issued in the name of Purchaser;

          6.2.2 all minute books and stock record books of Momentum;

          6.2.3  certified  resolutions  of the Board of  Directors  of Momentum
     authorizing the transactions contemplated hereby; and

          6.2.4 all other  instruments  and agreements  not herein  specifically
     provided for but which are reasonably  necessary or desirable to effectuate
     the closing hereunder.

     6.3 Purchaser's Deliveries.  On the Closing Date within such time period as
set forth below,  Purchaser shall deliver, or cause to be delivered,  to ZiaSun,
the following:

          6.3.1 A  certificate  representing  725,000  restricted  shares of the
     Common  Stock  of  ZiaSun  Technologies,  Inc.,  registered  in the name of
     ZiaSun, free of any liens, pledges or encumbrances of any kind.

          6.3.2. The executed  Registrant Name Change Agreement  attached hereto
     as  Exhibit  5.1.24(a),  thereby  changing  the  registered  owner  of  the
     ZiaSun.com website to ZiaSun.

          6.3.3. The executed  Registrant Name Change Agreement  attached hereto
     as Exhibit 5.1.24(b), thereby changing the registered owner of the Zsun.com
     website to ZiaSun.

          6.3.4 The sum of US$200,000 in cash representing the partial repayment
     of the loan by Momentum  Asia,  Inc.,  to Swiftrade,  Inc. Said  US$200,000
     shall delivered via wire to the Ziasun directly.

          6.3.4 The executed  Amendment to Loan Agreement between Momentum Asia,
     Inc., and Swiftrade,  Inc., wherein the payment terms of said loan has been
     accelerated, wherein $200,000 shall be due and payable on July 31, 2000 and
     the balance of $300,000 shall be due and payable on or before September 30,
     2000.
                                  Page 9 of 19
<PAGE>

          6.3.5  An  executed   Pledge   Agreement   in  the  form  and  content
     satisfactory to ZiaSun, wherein Swiftrade,  Inc., has pledged 10,000 shares
     of the  Series A Non Voting  Preferred  Stock,  $0.001  par  value,  in Mid
     American Capital Corp.,  owned by Swiftrade Inc., to ZiaSun,  as the parent
     company of Momentum Asia,  Inc, as security and collateral for he repayment
     by Swiftrade Inc., of the balance of $300,000 due and owing pursuant to the
     aforementioned Amendment to Loan Agreement between Momentum Asia, Inc., and
     Swiftrade, Inc.

          6.3.6 The original stock  certificate no. 002  representing the 10,000
     shares of  Series A Non  Voting  Preferred  Stock of Mid  American  Capital
     Corp.,  along  with a duly  executed  Irrevocable  Stock  Power in favor of
     ZiaSun Technologies, Inc.

          6.3.7  A  duly  executed  Resolution  of the  Board  of  Directors  of
     Swiftrade,   Inc.   authorizing   the   execution   and   delivery  of  the
     aforementioned,  pledge  agreement,  preferred  shares  and stock  power to
     ZiaSun.

          6.3.8 all other instruments not herein  specifically  provided for but
     which are  reasonably  necessary  or desirable  to  effectuate  the closing
     hereunder.

                                   ARTICLE 7.
                                   ---------

                CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
                ------------------------------------------------

     7.1 The  obligations  of Purchaser  hereunder  are subject to the following
conditions, any of which may be waived in writing by Purchaser:

          7.1.1   Representation   and   Warranties   True   at   Closing.   The
     representations  and  warranties of the ZiaSun  contained in this Agreement
     shall have been true and correct when made and shall be true and correct on
     the Closing  Date with the same  effect as if made on such date,  except to
     the extent that such representations and warranties are rendered inaccurate
     by reason of transactions contemplated hereby.

          7.1.2  Performance  of Agreements  and  Conditions.  ZiaSun shall have
     performed and complied with all agreements and conditions  required by this
     Agreement to be performed and complied with by Momentum and ZiaSun prior to
     or at the Closing Date.

          7.1.3   Certificates.   ZiaSun  shall  have   delivered  to  Purchaser
     certificates  representing  the one (1)  shares of  Momentum  common  stock
     registered in the name of Purchaser.

          7.1.4 No Injunction.  On the Closing Date there shall not be in effect
     any injunction, writ, preliminary restraining order of any nature issued by
     a  court  or  other   governmental   body  or  agency  directing  that  the
     transactions provided for herein not be consummated as herein provided, nor
     shall  there be any  litigation  or  proceeding  pending or  threatened  in
     respect of the transactions contemplated hereby.

                                 Page 10 of 19
<PAGE>

          7.1.5  Instruments of Transfer and Other Documents.  ZiaSun shall have
     delivered to Purchaser instruments of transfer which vest in Purchaser good
     and  marketable  title to the  Shares as  required  herein  and shall  have
     delivered all other instruments,  certificates and other documents required
     to be delivered hereunder.

          7.1.6  Necessary  Approvals.   The  execution  and  delivery  of  this
     Agreement  and  the  terms  thereof  and all  corporate  and  other  action
     necessary or required in order to effect the fulfillment of the obligations
     of Momentum and the ZiaSun  hereunder at or prior to the Closing Date shall
     have been approved by all necessary governmental bodies or agencies and all
     consents of any person  contemplated by this Agreement to be obtained prior
     to the Closing shall have been obtained.

          7.1.7  Absence  of  Adverse  Changes.  There  shall  have not been any
     material adverse change in the financial condition,  results of operations,
     business or prospects of Momentum  from  December 31, 1999,  to the Closing
     Date.

     7.2  ZiaSun  represents  and  warrants  that they have not  caused,  and he
covenants  and agrees that he shall not cause,  any event that would prevent the
satisfaction  of all of the conditions set forth in Article 8 of this Agreement.
ZiaSun covenants and agrees to take all action  reasonably  required on his part
to satisfy such conditions.

                                   ARTICLE 8.
                                   ----------

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF ZIASUN
                  ---------------------------------------------

     8.1 The  obligations  of the ZiaSun  hereunder are subject to the following
conditions, any of which may be waived in writing by the ZiaSun:

          8.1.1 This  Agreement;  Related  Agreements.  This  Agreement  and any
     related agreements shall have been executed and delivered, shall be in full
     force and effect and no term or condition hereof or thereof shall have been
     amended, modified or waived except with ZiaSun's prior written consent. All
     covenants,  agreements  and conditions  contained  herein or in any related
     agreements  which are to be performed  or complied  with on or prior to the
     Closing Date,  other than by ZiaSun or Momentum,  shall have been performed
     or complied  with (or waived with ZiaSun's  prior  written  consent) in all
     material respects.

          8.1.2 Related Conditions Satisfied.  All conditions to purchase as set
     forth in Article 5, have been  satisfied as of the Closing Date,  except to
     the extent to be fulfilled by Momentum.

          8.1.3   Certificates.   Purchaser   shall  have  delivered  to  ZiaSun
     certificates  representing 725,000 restricted shares of the Common Stock of
     ZiaSun  Technologies,  Inc.,  registered in the name of ZiaSun, free of any
     liens, pledges or encumbrances of any kind.

                                 Page 11 of 19
<PAGE>
          8.1.4   Repayment  and  Security  for  Repayment  of  Swiftrade  Loan.
     Purchaser,  Momentum,  or its subsidiary  shall have delivered via wire, to
     ZiaSun,  the sum of US$200,000  representing  the partial  repayment of the
     loan to Swiftrade by Momentum  Asia,  and all other  documents set forth in
     paragraphs 6.3.3 through 6.3.8 to secure repayment of the loan to Swiftrade
     by Momentum Asia, Inc.

          8.1.5   Representations   and   Warranties   True  at   Closing.   The
     representations  and  warranties of Purchaser  contained in this  Agreement
     shall have been true and correct when made and shall be true and correct on
     the  Closing  Date  with  the  same  effect  as if made on such  date,  and
     Purchaser shall have delivered a Certificate to such effect to ZiaSun.

          8.1.6  Performance of Agreement and  Conditions.  Purchaser shall have
     performed and complied with all agreements and conditions  required by this
     Agreement to be performed or complied with by Purchaser  prior to or at the
     Closing Date Purchaser shall have delivered the Purchase Price to ZiaSun at
     the Closing in the form provided  hereby and shall have satisfied all other
     financial obligations as set forth herein.

          8.1.7 No Injunction.  On the Closing Date there shall not be in effect
     any injunction,  writ,  preliminary  restraining  order or any order of any
     nature  issued by a court or other  governmental  body or agency  directing
     that the  transactions  provided  for herein not be  consummated  as herein
     provided,  nor shall  there be any  litigation  or  proceeding  pending  or
     threatened with respect to the transactions contemplated hereby.

          8.1.8  Necessary  Approvals.   The  execution  and  delivery  of  this
     Agreement and the Exhibits hereto and all other action  necessary or proper
     to  effectuate  the  fulfillment  of the  obligations  of  Purchaser  to be
     performed  hereunder  in or prior to the Closing  Date shall have been duly
     authorized and approved, to the extent required by law.

               (a) The  execution  and delivery of the  documents  and items set
          forth herein.

               (b) This  Agreement  has been  duly  executed  and  delivered  by
          Purchaser.

     8.2  Purchaser.  Purchaser  represents and warrants that is has not caused,
and it  covenants  and  agrees  that it shall not  cause,  any event  that would
prevent the  satisfaction  of all of the conditions set forth in this Agreement.
Purchaser  covenants  and agrees to take all action  reasonably  required on its
part to satisfy such conditions.

                                 Page 12 of 19
<PAGE>
                                   ARTICLE 9.
                                   ----------

                        INDEMNIFICATION AND HOLD HARMLESS
                        ---------------------------------

     9.1  Indemnification  by ZiaSun The ZiaSun agrees to indemnify,  defend and
hold the  Purchaser,  and its officers and  directors,  harmless  against and in
respect of any and all claims,  demands,  losses, costs, expenses,  obligations,
liabilities, damages, recoveries and deficiencies, including interest, penalties
and reasonable attorney fees that it shall incur or suffer,  which arise out of,
result or relate to any breach  of, or  failure by ZiaSun to perform  any of its
material representations,  warranties, covenants or agreements in this Agreement
or in any schedule, certificate,  exhibit or other instrument furnished or to be
furnished by ZiaSun under this Agreement;  provided however,  that notice of any
such breach shall have been communicated with specificity within one (1) year of
the date hereof.

     9.2  Indemnification  of ZiaSun by Momentum.  Momentum agrees to indemnify,
defend  and hold the  ZiaSun  harmless  against  and in  respect  of any and all
claims, demands,  losses, costs, expenses,  obligations,  liabilities,  damages,
recoveries  and  deficiencies,  including  interest,  penalties  and  reasonable
attorney  fees,  that it shall incur or suffer,  which  arise out of,  result or
relate  to  any  act  of  Momentum,   its  officer's,   or  directors,   agents,
representatives, and employees from any claim from Momentum's inception.

     9.3 Indemnification of ZiaSun by Purchaser.  Purchaser agrees to indemnify,
defend  and hold the  ZiaSun  harmless  against  and in  respect  of any and all
claims, demands,  losses, costs, expenses,  obligations,  liabilities,  damages,
recoveries  and  deficiencies,  including  interest,  penalties  and  reasonable
attorney  fees,  that it shall incur or suffer,  which  arise out of,  result or
relate to act of Momentum, its officer's, or directors, agents, representatives,
and employees from any claim from the date of the Closing and thereafter.

     9.4 Notice and  Opportunity  to Defend.  If there occurs an event which any
Party asserts is an indemnifiable event, the Party seeking indemnification shall
notify the Party obligated to provide indemnification (the "Indemnifying Party")
promptly.  If such event involves (i) any claim or (ii) the  commencement of any
action or proceeding by a third person, the Party seeking  indemnification  will
give such Indemnifying Party written notice of such claim or the commencement of
such action or  proceeding.  Such notice  shall be a condition  precedent to any
liability of the Indemnifying  Party hereunder.  Such  Indemnifying  Party shall
have a period of thirty  (30) days  within  which to  respond  thereto.  If such
Indemnifying  Party does not respond  within such thirty (30) days period,  such
Indemnifying  Party  shall be  obligated  to  compromise  or defend,  at its own
expense and by counsel chosen by the Indemnifying Party shall provide reasonably
satisfactory to the Party seeking  indemnity,  such matter and the  Indemnifying
Party shall provide the Party seeking  indemnification  with such  assurances as
may be reasonably  required by the latter to assure that the Indemnifying  Party
will  assume,  and be  responsible  for,  the entire  liability  issue.  If such
Indemnifying  Party does not  respond  within  such  thirty  (30) day period and
rejects  responsibility  for such matter in whole or in part,  the Party seeking
indemnification shall be free to pursue,  without prejudice to any of its rights
hereunder, such remedies as may be available to such Party under applicable law.
The  Party  seeking   indemnification   agrees  to  cooperate   fully  with  the
Indemnifying  Party and its  counsel in the defense  against  any such  asserted
liability.  In any event, the Party seeking indemnification shall have the right
to participate at its own expense in the defense of such asserted liability. Any
compromise of such asserted  liability by the  Indemnifying  Party shall require
the prior written consent of the Party seeking indemnification. If, however, the
Party  seeking  indemnification  refuses  its  consent  to a bona fide  offer of
settlement  which the  Indemnifying  Party wishes to accept,  the Party  seeking
indemnification may continue to pursue such matter, free of any participation by
the   Indemnifying   Party,   at  the  sole   expense   of  the  Party   seeking
indemnification.  In such event, the obligation of the Indemnifying Party to the
Party seeking  indemnification shall be equal to the lesser of (i) the amount of
the offer of  settlement  which the Party  seeking  indemnification  refused  to
accept  plus  the  costs  and  expenses  of such  Party  prior  to the  date the
Indemnifying  Party notifies the Party seeking  indemnification  of the offer of
settlement  and  (ii)  the  actual   out-of-pocket   amount  the  Party  seeking
indemnification  is obligated to pay as a result of such Party's  continuing  to
pursue such an offer.  An  Indemnifying  Party shall be entitled to recover from
the Party  seeking  indemnification  any  additional  expenses  incurred by such
Indemnifying   Party  as  a  result  of  the  decision  of  the  Party   seeking
indemnification to pursue such matter.

                                 Page 13 of 19
<PAGE>

     9.5 The obligations under Article 9 shall survive the Closing hereunder and
Termination of this Agreement.  Purchaser,  ZiaSun,  and Momentum shall promptly
notify the  responsible  party of the  existence  of any claim,  demand or other
matter to which such  indemnification  obligations would apply, and shall give a
reasonable  opportunity to defend the same at their own expense and with counsel
of their own  selection;  provided,  if he that party  fails to defend the same,
Purchaser,  ZiaSun  or  Momentum,  as the case may be,  shall  have the right to
contract and defend the same, and in any event  Purchaser,  ZiaSun,  or Momentum
shall at all times also have the right fully to  participate  in the defense of,
and to  compromise  or settle in good faith the claim or other matter on behalf,
for the account and at the risk of the other  parties.  If the claim is one that
cannot by its nature be defended solely by ZiaSun,  Purchaser, or Momentum, then
Purchaser,   ZiaSun  or  Momentum  shall  make  available  all  information  and
assistance that Purchaser, ZiaSun, or Momentum may reasonably request.

                                   ARTICLE 10.
                                   -----------

                              ACCESS TO INFORMATION
                              ---------------------

     10.1 From the date hereof until the Closing  Date,  Purchaser,  through its
employees,  accountants,  attorneys  and  other  representatives,  may make such
investigation  of the financial and legal  condition,  business,  operations and
properties of Momentum as it may deem necessary or advisable,  and ZiaSun agrees
to cause  Momentum  to make  available  to such  persons  all  records and other
information and data,  including  corporate records and copies of documents,  as
Purchaser  may  reasonably  request,  and to have its personnel  cooperate  with
Purchaser's  representatives.  Such  investigation  shall be made at  reasonable
hours so as not to interfere with the operations of Momentum.  In the event that
the transactions contemplated hereby are not consummated, all documents obtained
by  Purchaser  from  Momentum  shall  be  promptly  returned  to  them  and  all
information  obtained by Purchaser  concerning  Momentum  shall be kept strictly
confidential and shall not be used for competitive purposes.

                                 Page 14 of 19
<PAGE>

                                   ARTICLE 11.
                                   -----------

                   OPERATION OF THE BUSINESS PENDING CLOSING.
                   ------------------------------------------

     11.1  Except  as  otherwise  provided  herein,  between  the  date  of this
Agreement and the Closing Date, ZiaSun and Momentum shall operate the businesses
of  Momentum  in such a manner as to keep intact the  business  organization  of
Momentum  keep  available the services of the employees and preserve its present
relations with the suppliers and customers.

                                   ARTICLE 12.
                                   -----------
                                   BROKERAGE.
                                   ----------

     12.1 Each party  represents  and  warrants  to the others that no person or
persons  assisted in or brought about the  negotiation  of this Agreement in the
capacity  of broker,  agent,  finder or  organizer  on behalf of it.  Each party
("First  Party") agrees to indemnify and hold harmless the others from any claim
asserted  against  the  others  for  a  brokerage  or  agent's  or  finder's  or
originator's   commission  or  compensation  in  respect  of  the   transactions
contemplated by this Agreement by any person  purporting to have acted on behalf
of First Party.

                                   ARTICLE 13.
                                   -----------

             SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
             -------------------------------------------------------

     13.1 All representations, warranties and agreements by ZiaSun, Momentum, or
the Purchaser  pursuant hereto shall survive the closing of this transaction and
shall not be affected by any  investigation  at any time made by or on behalf of
any party.

                                   ARTICLE 14.
                                   -----------

                        TERMINATION PRIOR TO THE CLOSING.
                        ---------------------------------

     14.1 This Agreement shall terminate and be of no further force or effect as
between the parties  hereto  except as to liability for breach or default of any
covenant, agreement,  representation,  warranty, duty or obligation occurring or
arising  prior to the date of  termination,  upon the  occurrence  of any of the
following:

               14.1.1  Immediately  prior to  Closing  the  Purchaser  has given
          notice to ZiaSun of the  material  breach or  default by  Momentum  or
          ZiaSun in the performance of any covenant, agreement,  representation,
          warranty,  duty or  obligation  hereunder,  and provided  that no such
          termination  shall be effective  if, prior to Closing,  the  breaching
          party shall have fully and completely  corrected and cured the grounds
          for the termination as set forth in said notice of termination.

                                 Page 15 of 19
<PAGE>

               14.1.2  Immediately  prior to Closing the ZiaSun has given notice
          to Purchaser of material  breach of default in the  performance of any
          covenant, agreement,  representation,  warranty, duty or obligation of
          Purchaser  hereunder,  and provided that no such termination  shall be
          effective,  if prior to  Closing  the  Purchaser  shall have fully and
          completely  corrected and cured the grounds for the termination as set
          forth in said notice of termination.

     14.2  Notwithstanding  anything to the contrary  contained herein, no party
hereto  shall have the right to terminate  this  Agreement on account of its own
breach or  because of any  immaterial  breach by any other  party  hereto or any
covenant, agreement, representation, warranty, duty or obligation hereunder.

     14.3 No termination of this Agreement for any reason or in any manner shall
release, or be construed as so releasing, any party hereto from any liability or
damage to any other party hereto arising out of, in connection with or otherwise
relating to, directly to, directly or indirectly,  said party's breach, default,
or  failure  in  performance  of any of his  covenants,  agreements,  duties  or
obligations  arising  hereunder,   or  any  of  his  misrepresentations  of  any
representations or warranty herein contained.


                                   ARTICLE 15.
                                   -----------

                                  MISCELLANEOUS
                                  -------------

     15.1 Payment of Expenses.  ZiaSun,  Momentum and  Purchaser  shall each pay
their own respective  expenses  incident to the  preparation and carrying out of
this Agreement.

     15.2 Binding  Agreement.  All of the terms and provisions of this Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by and
against  the  parties   hereto  and  their   respective   successors,   assigns,
transferees, heirs, representatives and estates.

     15.3  Notices.  Any notice or other  communication  required  or  permitted
hereunder  shall be expressed  in writing and sent by  certified  or  registered
mail,  return receipt  requested,  to their respective  parties at the following
addresses,  or at such other addresses as the parties shall designate by written
notice to be the other:

                  If to the Purchaser, addressed to:
                  ---------------------------------
                  Vulcan Consultants Ltd.
                  P.O. Box 957
                  Offshore Incorporations Centre
                  Road Town, Tortola, British Islands

                                  Page 16 of 19
<PAGE>

                  If to Momentum Internet, addressed to:
                  -------------------------------------
                  Mr. Anthony L. Tobin
                  Momentum Internet Inc.
                  12A, First Pacific Bank Centre
                  56 Gloucester Road
                  Wanchai, Hong Kong

                  With a copy to their Counsel, addressed to:
                  Mr. Alan Day
                  Compsec Services Limited
                  Suite C, 16th Floor, On Hing Building
                  1-9 On Hing Terrace, Central, Hong Kong

                  If to the ZiaSun, addressed to:
                  ------------------------------
                  Mr. Allen D. Hardman
                  President and CEO
                  ZiaSun Technologies, Inc.
                  462 Stevens Avenue
                  Suite 106
                  Solana Beach, California 92075

                  With a copy to counsel, addressed to:
                  ------------------------------------
                  George G. Chachas, Esq.
                  Wenthur & Chachas
                  4180 La Jolla Village Drive
                  Suite 500
                  La Jolla, CA 92037

     15.5 Article Headings. The Article headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

     15.6 Exhibits. All Exhibits referred to in this Agreement shall be attached
hereto and are hereby incorporated herein.

     15.7  Counterparts.  This  Agreement  may be  executed  in any  one or more
counterparts, all of which taken together shall constitute one instrument.

     15.8  Cooperation.  Each party shall  cooperate and use its best efforts to
consummate the transactions contemplated herein. Without limiting the foregoing,
each of Momentum and the ZiaSun shall use its or his good faith best efforts and
take such action as may  reasonably be requested by Purchaser to help secure for
Momentum following the Closing any consents or approvals as may be required from
any  governmental  agency in order for  Momentum to sell  franchises  as soon as
practicable  following the Closing,  and each shall  cooperate with Purchaser in
its efforts to secure such consents and approvals. In addition, each party shall
cooperate  and take such action and execute such other and further  documents as
may be  reasonably  requested  from time to time after the  Closing  Date by any
other party to carry out the terms and provisions and intend of this Agreement.

                                 Page 17 of 19
<PAGE>

     15.9 Gender. Wherever the context of this Agreement so requires or permits,
the  masculine  herein shall  include the  feminine or the neuter,  the singular
shall include the plural, and the term "person" shall also include "corporation"
or other business entity.

     15.20  Facsimile  Signatures.  It is expressly  agreed that the parties may
execute this  Agreement via facsimile  signature  and such  facsimile  signature
pages shall be treated as originals for all purposes.

     15.21 Entire  Agreement.  This Agreement and the other documents  delivered
concurrently  herewith or pursuant hereto  constitute the entire agreement among
the parties hereto, and it is understood and agreed that there are no other than
those contained herein.  This Agreement may not be changed or modified except by
a writing duly executed by the parties hereto.

     15.22 Governing Law;  Choice of Forum.  This Agreement shall be governed by
and construed in accordance with the laws of the State of California  applicable
to agreements  made and to be performed  entirely  within such State and without
regard to its choice of law  principles.  All  parties  hereto (i)  consents  to
submit itself to the personal  jurisdiction  of any federal court located in the
State of  California  or any  California  state  court in the event any  dispute
arises out of this  Agreement or any of the  transactions  contemplated  by this
Agreement,  (ii)  agrees  that  Venue for any such  dispute  arises  out of this
Agreement or any of the transactions contemplated by this Agreement shall be any
federal court located in the State of California or any California  state court,
(iii)  agrees  that  they  will not  attempt  to deny or  defeat  such  personal
jurisdiction  by motion or other  request for leave from any such court and (iv)
agrees that it will not bring any action  relating to this  Agreement  or any of
the  transactions  contemplated  by this  Agreement  in any court  other  than a
federal court sitting in the State of California or a California state court.

     15.23 Legal Action Fees.  Subject to the specific  provisions of Article 9,
above, if any action or other  proceeding,  in law or in equity,  is brought for
the  enforcement  of this  Agreement or because of an alleged  dispute,  breach,
default or  misrepresentation  in connection  with any of the provisions of this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover its or their reasonable attorney's fees and other costs incurred in that
arbitration,  action or proceeding,  in addition to any other relief to which it
or may be entitled.

                                 Page 18 of 19
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written above.

                                             ZIASUN TECHNOLOGIES, INC.


Dated:  16 August 2000                       /s/  Allen D. Hardman
                                             ----------------------------------
                                             By:  Allen D. Hardman
                                             Its: President and CEO


                                             VULCAN CONSULTANTS, LTD.


Dated:  August 22, 2000                      /s/  Anthony L. Tobin
                                             ----------------------------------
                                             By:  Anthony L. Tobin
                                             Title: President

                                             MOMENTUM INTERNET INC.


Dated:  August 22, 2000                      /s/  Anthony L. Tobin
                                             ----------------------------------
                                             By:  Anthony L. Tobin
                                             Its:  President


                                 Page 19 of 19
<PAGE>

                                  EXHIBIT 4.1.4
                                  -------------

                          REQUIRED GOVERNMENT APPROVALS
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------

                                      None
<PAGE>

                                   EXHIBIT 4.3
                                   -----------

                            SUBSIDIARIES AND WEBSITES
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------

     The  following  subsidiaries  and  websites are owned or a part of Momentum
Internet,  Inc.,  and  will  remain  such as a result  of the  sale of  Momentum
Internet, Inc., to Vulcan:

     Subsidiaries of Momentum Internet, Inc.
     ---------------------------------------

          1. Momentum Associates Ltd., is a Hong Kong registered corporation and
     a wholly-owned subsidiary of Momentum Internet Inc.

          2. Momentum  Internet  (Phils.)  Inc., a Philippines  corporation is a
     wholly-owned subsidiary of Momentum Internet Inc.

          3. AsiaEnet  Limited,  is a Hong Kong registered  corporation of which
     presently Momentum Internet presently owns 74.0%.

               (a)  Graphia  International,  is  a  wholly-owned  subsidiary  of
          AsiaEnet  Limited,  which is a partially owned  subsidiary of Momentum
          Internet, Inc.

          4. Swiftrade,  Inc., a British Virgin Islands registered  corporation,
     is a wholly-owned  subsidiary of Momentum  Internet,  Inc.  Swiftrade is an
     online  trading and financial  services  portal,  which  provides  Internet
     access for retail and institutional users to international electronic stock
     trading.

     Websites of Momentum Internet, Inc.
     ----------------------------------

         "MOMENTUM INTERNET" (www.momentuminternet.com)
         "PINMAIL" (www.pinmail.com)
         "MEDIAHITS" (www.mediahits.com)
         "SWIFTRADE" (www.swiftrade.com)
         "ASIAENET" (www.asiaenet.com)
         "TIGERTOOTH" (www.tigertooth.com)
         "TIGERHITS" (www.tigerhits.com)
         "SEARCH DRAGON" (www.searchdragon.com),
         "M FINANCE" (www.mfinance.com)
         "MING STORES" (www.mingstores.com)

<PAGE>
                                   EXHIBIT 4.4
                                   -----------

                         SUBSIDIARIES AND WEBSITES WHICH
                           ARE NOT OWNED OR A PART OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------

     The  subsidiaries  and  websites,  including  but not limited to, those set
forth below, are owned by ZiaSun or its other subsidiaries and will remain such,
and are not  included  as a  subsidiary  or website  owned or a part of Momentum
Internet, Inc.

     ZiaSun's Subsidiaries
     ---------------------

          1. Online  Investors  Advantage,  Inc., a Utah corporation is a wholly
     owned subsidiary of ZiaSun.

          2. Momentum Asia, Inc., a corporation  organized under the laws of the
     Republic of the Philippines, is a wholly owned subsidiary of ZiaSun.

          3. Asia  Prepress  Technologies,  Inc.,  a Maryland  Corporation  is a
     wholly owned subsidiary of ZiaSun.

          4. Asia  Internet  Services.com,  Inc.,  a Maryland  Corporation  is a
     wholly owned subsidiary of ZiaSun.

          5. BestWay  Beverages,  Inc., a Nevada  Corporation  is a wholly owned
     subsidiary of ZiaSun.

     Websites of Momentum Asia, Inc.
     ------------------------------

         "SERVICE LIVE"
         "MOMENTUM DIRECT"

<PAGE>
                                   EXHIBIT 4.5
                                   -----------

                                DECEMBER 31, 1999
                              FINANCIAL STATEMENTS
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------

                       [TO BE PROVIDED PRIOR TO CLOSING]
<PAGE>
                                   EXHIBIT 4.6
                                   -----------

                           MATERIAL ADVERSE CHANGES IN
                               FINANCIAL CONDITION
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------


Momentum  Internet  Inc.,  has  depleted  its  operating  capital  and  only has
sufficient cash on hand to sustain operations through the end of July 2000, with
out an infusion of additional working capital.


<PAGE>

                                   EXHIBIT 4.8
                                   -----------

                    EXCEPTIONS TO TITLE TO ASSETS AND LEASES
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------


                                      None

<PAGE>

                                  EXHIBIT 4.10
                                  ------------

                             INDEBTEDNESS AND LIENS
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------


     Swiftrade,  Inc., a wholly owned subsidiary of Momentum Internet,  Inc., is
indebted to Momentum  Asia,  Inc., a wholly owned  subsidiary of ZiaSun,  in the
amount of $500,000.  Pursuant to the terms of the  Amendment  to Loan  Agreement
dated July 31,  2000,  $200,000  shall be due and  payable as of August 31, 2000
with the balance of $300,000 due and payable on of before September 30, 2000.

<PAGE>
                                  EXHIBIT 4.13
                                  ------------

                       FRANCHISES, INTELLECTUAL PROPERTY,
                              LICENSES AND PERMITS
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------

1. The designs and  programs of the  websites set forth on Exhibit 4.3 above are
trade names owned by Momentum Internet, Inc.

2. License Agreement from the Stock Exchange of Hong Kong

3. License Agreement from the London Stock Exchange

<PAGE>
                                  EXHIBIT 4.14
                                  ------------

                    LITIGATION AND PENDING OR THREATEN CLAIMS
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------

                                      None

<PAGE>
                                  EXHIBIT 4.15
                                  ------------

           EXCEPTIONS TO TAX RETURNS AND REPORTS REQUIRED TO BE FILED
                                       BY
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------


                                      None

<PAGE>

                                  EXHIBIT 4.18
                                  ------------

                  LIABILITY TO EMPLOYEE AND CLAIMS BY EMPLOYEES
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------


                                      None

<PAGE>
                                  EXHIBIT 4.19
                                  ------------

                           LIST OF INSURANCE POLICIES
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------

     Momentum  Internet Inc., itself does not have any insurance  policies,  but
has the usual  and  standard  office  and  medical  insurance  policies  for its
subsidiary corporations.


<PAGE>
                                  EXHIBIT 4.20
                                  ------------

                             OFFICERS AND DIRECTORS
                                       OF
                         MOMENTUM INTERNET INCORPORATED
                         ------------------------------

         OFFICERS
         --------

         President .....................................   Anthony L. Tobin

         Chief Financial Officer .......................   None

         Secretary......................................   Compsec ltd.


         DIRECTORS
         ---------
         Anthony Tobin
         Graham Daley
         Alan Hubert Day

<PAGE>
                                  EXHIBIT 5.1.3
                                  -------------

                          REQUIRED GOVERNMENT APPROVALS
                                       OF
                           VULCAN CONSULTANTS LIMITED
                           --------------------------


                                      None

<PAGE>
                                  EXHIBIT 5.1.6
                                  -------------

                    EXCEPTIONS TO TITLE TO ASSETS AND LEASES
                                       OF
                           VULCAN CONSULTANTS LIMITED
                           --------------------------


                                      None
<PAGE>

                                EXHIBIT 5.1.24(a)
                                -----------------

                        Registrant Name Change Agreement
                                       for
                               ZiaSun.com Website
                               ------------------

     [To  be executed and notarized by Momentum Internet, Inc., transferring the
          registration of the ZiaSun.com website to ZiaSun]

<PAGE>
                                EXHIBIT 5.1.24(b)
                                -----------------

                        Registrant Name Change Agreement
                                       for
                                 ZSUN.com Website
                                 ----------------

     [To be executed and notarized by Momentum Internet, Inc., transferring the
          registration of the ZSUN.com website to ZiaSun]

</TEXT>
</DOCUMENT>
