EXHIBIT 10.51
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                            SHARE PURCHASE AGREEMENT

     THIS SHARE PURCHASE AGREEMENT (the "Agreement") is effective as of June 27,
2001,  is  by  and  among  ZiaSun  Technologies,  Inc.,  a  Nevada  corporation,
hereinafter  referred  to as  "ZiaSun",  and  Patrick  R. Cox and Calvin A. Cox,
hereinafter   collectively  referred  to  as  "Purchasers,"  and  Asia  Prepress
Technology, Inc., a Maryland corporation, hereinafter referred to as "APT." This
Agreement shall become effective only when executed by all parties hereto.

                                    RECITALS

     A.  Whereas,  ZiaSun is the owner and holder of 100 shares of common stock,
no par value of APT which  constitutes all the issued and outstanding  shares of
APT (the "APT Shares").

     B. Whereas,  ZiaSun acquired APT, on May 22, 2000, pursuant to the terms of
a Merger  Agreement and Plan of  Reorganization,  wherein ZiaSun acquired all of
the issued and outstanding  shares of APT in  consideration of $100,000 cash and
100,000  restricted  shares of common  stock of ZiaSun,  whereupon  APT became a
wholly-owned subsidiary of ZiaSun.

     C. Whereas, in addition and as part of the acquisition of APT, ZiaSun paid,
on behalf of APT,  the then  outstanding  principal  and accrued  balance of the
working line of credit note of APT with First Union  National Bank in the amount
of $160,324,  and on October 4, 2000 executed an Unconditional  Guaranty wherein
ZiaSun  guaranteed  the payment of a new working  line of credit note for APT in
the principal amount of $250,000

     D. Whereas,  ZiaSun desires to sell to Purchasers and Purchasers  desire to
purchase from ZiaSun all APT Shares owned by ZiaSun,  in  consideration  for One
Hundred Thousand (100,000)  restricted shares of common stock of ZiaSun owned by
Purchasers.

     E.  Whereas,  additional  consideration  for the sale of APT to  Purchasers
shall  consist of $50,000 in cash as evidenced by an Unsecured  Promissory  Note
with interest  thereon at the rate of Five percent (5.0%),  signed by Patrick R.
Cox,  in favor of ZiaSun,  payable in two equal  installment  of  principal  and
accrued interest, on or before June 15, 2003 and June 15, 2004.

     F. Whereas,  in addition,  and as a condition to the Closing of the sale of
APT Shares to  Purchasers,  Purchasers  and APT,  shall,  prior to the  Closing,
either pay off in their  entirety or obtain  full  release and waiver of any and
all obligations of ZiaSun to First Union National Bank, pursuant to that certain
Unconditional  Guaranty and any other ancillary documents executed by ZiaSun for
the benefit of APT.

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                                    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 forth below.  All capitalized  terms not defined
in this Article 1.,  shall have the meanings  ascribed to them in other parts of
this Agreement.

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

     1.3  "APT"  shall  mean  Asia   Prepress   Technology,   Inc.,  a  Maryland
corporation.

     1.4 "Purchasers" shall mean Patrick R. Cox and Calvin A. Cox.

     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 June 22, 2001, 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 "APT Shares" shall mean 100 shares of common stock, no par value of APT
to be sold to and acquired by Purchasers from the ZiaSun hereunder.

     1.9 "Purchase Price" shall mean one hundred thousand  (100,000)  restricted
shares of common stock of ZiaSun and $50,000 in cash  evidenced by the Unsecured
Promissory  Note signed by Patrick Cox and made payable in  accordance  with the
terms as set forth herein.

                                   ARTICLE 2.

                               PURCHASE AND SALE.

     2.1 ZiaSun agrees to sell to Purchasers,  and Purchasers  agree to buy from
ZiaSun,  all APT Shares  owned by ZiaSun,  for the  purchase  price and upon the
terms, provisions and conditions hereinafter set forth.

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                                   ARTICLE 3.

                        PURCHASE PRICE AND CONSIDERATION.

     3.1 Purchase Price and Consideration.  The purchase price and consideration
for the APT Shares shall be one hundred thousand (100,000)  restricted shares of
Common Stock of ZiaSun,  free of any liens,  pledges or encumbrances of any kind
and $50,000 in cash as evidenced by an Unsecured  Promissory  Note with interest
thereon at the rate of Five percent  (5.0%),  signed by Patrick R. Cox, in favor
of ZiaSun,  payable in two equal  installment of principal and accrued interest,
on or before June 15, 2003 and June 15, 2004.

     3.2 Additional Consideration.  In addition to the Purchase Price to be paid
by Purchasers as set forth in Section 3.1 above,  and as a condition to Closing,
APT, shall, prior to Closing:

          3.2.1 Either  payoff in its  entirety or obtain a written  release and
     waiver of ZiaSun,  by First Union National Bank, of any and all obligations
     of ZiaSun pursuant to that certain Unconditional  Guaranty dated October 4,
     2000, and any other ancillary or other documents executed by ZiaSun for the
     benefit of APT.  And, with the  exception of that certain  Promissory  Note
     executed in accordance with this Agreement and that certain Promissory Note
     executed pursuant to the terms of the Share Purchase  Agreement  pertaining
     to Asia Internet  Services.com,  Inc., executed concurrently  herewith, all
     indebtedness due to ZiaSun by APT shall be satisfied and considered paid in
     full.

                                   ARTICLE 4.

     REPRESENTATIONS AND WARRANTIES BY ZIASUN.

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

          4.1.1  Organization  and  Good  Standing.  APT is duly  organized  and
     existing in good standing  under the laws of the State of Maryland.  To the
     best of ZiaSun's  knowledge,  other than the Republic of the Philippines in
     which  APT is  qualified  to  engaged  in  business,  APT is not  presently
     engaging in business in any other  jurisdiction  and is not  qualified as a
     foreign  corporation nor authorized to do business in other  jurisdictions.
     APT has the  corporate  power  to own its  properties  and to  carry on its
     business as now conducted and as they are 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 APT of each related  agreement to which ZiaSun and/or APT is a party
     (a) are within  ZiaSun's or APT'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 APT or
     require any consent or approval  pursuant to the Articles of  Incorporation
     or bylaws of APT or any law, regulation, order, judgment, writ, injunction,
     license, permit, agreement or instrument applicable to ZiaSun or APT;

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          4.1.3 Enforceability. The execution and delivery of this Agreement and
     of each  related  agreement to which  Purchaser is a party,  will result in
     legally binding obligations of ZiaSun,  enforceable by ZiaSun 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
     therefor may be brought;

          4.1.4  Governmental  Approvals.  Except as set forth in Exhibit  4.1.4
     hereto, the execution,  delivery and performance of this Agreement and each
     related  agreement to which ZiaSun 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 APT consists
     solely of 1,000 shares of common stock,  no par value, of which one hundred
     (100) shares are 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 APT, or any
     securities convertible into exchangeable for its capital stock.

     4.3  Reports and  Financial  Statements.  Purchaser,  Patrick R. Cox is the
current  President  and CEO of APT and as such is  familiar  with the  financial
statements of APT, including without limitation,  its balance sheet,  statements
of operations  and cash flows,  and Purchasers  hereby waive any  requirement of
ZiaSun to provide financial  statements of APT and does hereby accept APT in its
current financial condition.

     4.4 Title to Assets;  Leases. To the best of ZiaSun's knowledge,  except as
disclosed herein or set forth on Exhibit 4.4,  attached hereto,  APT owns all of
its assets  shown on its  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.

     4.5 Related Agreements. To the best of ZiaSun's knowledge,  Purchasers have
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  APT is a party.  APT is not in
default on any of its obligations under this Agreement or any related agreement.

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     4.6 Litigation. To the best of ZiaSun's knowledge,  except as set forth and
described on Exhibit 4.6, there is no pending or threatened  litigation or other
proceeding  before  any court,  board or other  governmental  or  administrative
agency or  arbitrator,  to which APT 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 APT No
judgment,  decree  or  order  of any  court,  board  or  other  governmental  or
administrative  agency or arbitrator has been issued against or binds APT or its
assets.

     4.7 Tax Returns. To the best of ZiaSun's knowledge,  except as set forth on
Exhibit  4.7,  hereto,  APT 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  4.7,  hereto,  APT  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 have not been established.

     4.8.  Liabilities,   Indebtedness  and  Liens.  To  the  best  of  ZiaSun's
knowledge,  based on  representations  of APT and its  officers  and  directors,
Exhibit 4.8, hereto sets forth all material liabilities,  indebtedness and liens
of APT.

     4.9  Governmental  Regulations.  APT  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; APT 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.

     4.10  Disclosure.  To the best of ZiaSun's  knowledge,  no  representation,
warranty or statement made by ZiaSun in this Agreement, any related agreement or
any agreement,  certificate,  statement or document furnished by or on behalf of
ZiaSun 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.

     4.11 "AS-IS" Sale.  ZiaSun has not pledged,  hypothecated the Shares of APT
and, other than the Unconditional Guaranty executed by ZiaSun in favor for First
Union  National  Bank,  ZiaSun has not entered into any contract or agreement on
behalf of APT. As  Purchaser,  Patrick R. Cox, is the  President of APT, and has
been, and is currently in charge if the  operations,  assets and  liabilities of
APT, ZiaSun makes no  representation  or warranty,  either expressed or implied,
with respect to the business,  assets,  liabilities  and obligations of APT, and
Purchasers accept APT in its present condition and status of operations, subject
to any and all claims,  liabilities  and  obligations,  if any,  that may result
thereto.

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                                   ARTICLE 5.

                  REPRESENTATIONS AND WARRANTIES BY PURCHASERS

     5.1 As a  material  inducement  to  ZiaSun to enter  into  this  Agreement,
Purchasers represent and warrant to ZiaSun that as of the date hereof:

          5.1.1  Authorization.  The execution,  delivery and performance by the
     Purchasers of this  Agreement  and each related  agreement to which it is a
     party,  (a) are within the Purchasers'  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  Purchasers  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 Purchasers and each related  agreement to which Purchasers are parties,
     will result in legally  binding  obligations of the Purchasers  enforceable
     against  Purchasers 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.  To the best of Purchasers'  knowledge,
     except as set forth on Exhibit 5.1.3,  hereof, the execution,  delivery and
     performance by the Purchasers 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 Purchasers will
     not have conducted any business or incurred any liabilities that shall have
     a material adverse impact on Purchasers' ability to fulfill its obligations
     hereunder.

          5.1.5 Solvency. To the best of Purchasers'  knowledge,  prior to, upon
     and immediately  after the  consummation of the  transactions  contemplated
     hereby and by the related agreements, Purchasers are solvent, have tangible
     and intangible  assets having a fair value in excess of the amount required
     to pay Purchasers'  probable  liabilities on Purchasers'  existing debts as
     they become  absolute  and matured and have access to adequate  capital for
     the conduct of their business and the ability to pay Purchasers' debts from
     time to time incurred in connection therewith as such debts mature.

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          5.1.6 Title to Assets;  Leases. To the best of Purchasers'  knowledge,
     Purchasers  enjoys  peaceful  and  undisturbed  possession  to  all  of the
     Purchasers' assets.

          5.1.7 Defaults. To the best of Purchasers'  knowledge,  the Purchasers
     are not in default under any provision any franchise,  contract, agreement,
     lease  or other  instrument  to  which  Purchasers  are a party or by which
     Purchasers  or  Purchasers'  property is bound or in  violation of any law,
     judgment, decree or governmental order, rule or regulation.

          5.1.8  Representations  and  Warranties.  To the  best of  Purchasers'
     knowledge, all representations and warranties made by the Purchasers 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 Purchasers  hereunder as fully as if
     set forth herein.

          5.1.9 Related Agreements.  To the best of Purchasers' knowledge,  this
     Agreement  and the  related  agreements  are the only  material  agreements
     relating to the stock purchase and the transactions  contemplated hereby to
     which the Purchasers are a party.  The Purchasers are not in default on any
     of its obligations under this Agreement or any related agreements.

          5.1.10 Litigation.  To the best of Purchasers' knowledge,  there is no
     pending or  threatened  litigation  or other  proceeding  before any court,
     board or other  governmental  or  administrative  agency or arbitrator,  to
     which Purchasers are parties,  which are 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
     Purchasers.

          5.1.11 Tax Returns. To the best of Purchasers'  knowledge,  Purchasers
     have filed all tax returns and reports  which are required to be filed with
     any foreign,  federal,  state or local governmental authority or agency and
     have 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.  To the best of Purchasers'  knowledge,  the  Purchasers  know 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 Purchasers did not have
     adequate  reserves and  Purchasers  have made  adequate  provision  for all
     current taxes.

          5.1.12  Disclosure.   To  the  best  of  Purchasers'   knowledge,   no
     representation, warranty or statement made by Purchasers in this Agreement,
     any related agreement or any agreement, certificate,  statement or document
     furnished by or on behalf of Purchasers 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.

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          5.1.13  Access  to  Financial  Reports.  ZiaSun  shall  have  full and
     complete access to any and all financial information and records, of APT up
     to the day of Closing,  and as otherwise  required by ZiaSun,  in order for
     ZiaSun and its independent  auditors to prepare any requisite  consolidated
     financial  statements  during and for the fiscal year ending  December  31,
     2001.

          5.1.14  Acceptance of APT Liabilities.  Purchasers  acknowledges  that
     Purchasers  are aware of the financial  condition and  liabilities  of APT.
     Purchasers hereby accept full  responsibility  for any and all liabilities,
     liens and debts of APT.

                                   ARTICLE 6.

                                    CLOSING.

     6.1 The closing of this transaction  shall be held at the offices of ZiaSun
Technologies,  Inc.,  located at 665 San Rodolfo Drive, Suite 120, Solana Beach,
California 92075, on or before June 22, 2001, 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 To Patrick R. Cox, one or more  certificate(s)  representing 100
     shares of capital stock of APT, issued in the name of Patrick R. Cox;

          6.2.2 To Purchasers,  a resolution of the Board of Directors of ZiaSun
     authorizing the transactions contemplated hereby; and

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

     6.3 APT Deliveries. On or prior to the Closing Date as set forth below, APT
shall deliver, or cause to be delivered, to ZiaSun, the following:

          6.3.1 A release and waiver of ZiaSun from First Union  National  Bank,
     of any and all  obligations  of ZiaSun  under  that  certain  Unconditional
     Guaranty dated October 4, 2000, and such other  agreements  related to such
     Guaranty  or Line of Credit  with First Union  National  Bank,  executed by
     ZiaSun for the benefit of APT;

          6.3.2 A duly  executed  Resolution  of the Board of  Directors  of APT
     authorizing the transactions contemplated hereby; and

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

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

          6.4.1  To  ZiaSun,  one or more  certificate(s)  representing  100,000
     restricted  shares of common stock of ZiaSun,  issued in the name of Ziasun
     Technologies, Inc.;

          6.4.2  Documentation  evidencing either the pay off in its entirety or
     the release and waiver of ZiaSun from First Union National Bank, of any and
     all obligations of ZiaSun under that certain  Unconditional  Guaranty dated
     October 4, 2000, and any other ancillary  agreements executed by ZiaSun for
     the benefit of APT;

          6.4.3 An Unsecured Promissory Note in the principal amount of $50,000,
     with interest thereon at the rate of Five percent (5.0%), signed by Patrick
     R.  Cox,  in favor of  ZiaSun,  in the form as set  forth in  Exhibit  3.1,
     attached hereto; and

          6.4.4 any and 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 PURCHASERS

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

          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 ZiaSun prior to or at the
     Closing Date.

          7.1.3  Deliveries.  ZiaSun  shall have  delivered  to  Purchasers  all
     consideration,  certificates  and  documents  to be  delivered  pursuant to
     Article 6., above.

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          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.

          7.1.5  Instruments of Transfer and Other Documents.  ZiaSun shall have
     delivered to Purchasers  instruments  of transfer  which vest in Purchasers
     good and  marketable  title to the APT 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 APT and 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.

     7.2 ZiaSun represents and warrants that it 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  Article  8.,  of  this
Agreement. ZiaSun covenants and agrees to take all action reasonably required on
its part to satisfy such conditions.

                                   ARTICLE 8.

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF ZIASUN

     8.1 The  obligations  of ZiaSun  hereunder  are  subject  to the  following
conditions, any of which may be waived in writing by 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 APT,  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 herein,  have been  satisfied as of the Closing  Date,  except to the
     extent to be fulfilled by APT.

          8.1.3  Deliveries by  Purchasers.  Purchasers  shall have delivered to
     ZiaSun  all  consideration,  certificates  and  documents  to be  delivered
     pursuant to Article 6., above.

                                       10
<PAGE>
          8.1.4  Deliveries  by APT.  APT shall  have  delivered  to ZiaSun  all
     consideration,  certificates  and  documents  to be  delivered  pursuant to
     Article 6., above.

          8.1.5   Representations   and   Warranties   True  at   Closing.   The
     representations  and  warranties of Purchasers  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
     Purchasers shall have delivered a Certificate to such effect to ZiaSun.

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

     8.2 Purchasers. To the best of Purchasers' knowledge,  Purchasers represent
and warrant  that they have not caused,  and they  covenant  and agree that they
shall not cause,  any event that would  prevent the  satisfaction  of all of the
conditions set forth in this  Agreement.  Purchasers  covenant and agree to take
all action reasonably required on their part to satisfy such conditions.

                                       11
<PAGE>
                                   ARTICLE 9.

                        INDEMNIFICATION AND HOLD HARMLESS

     9.1  Indemnification  by ZiaSun The ZiaSun agrees to indemnify,  defend and
hold the  Purchasers,  and their  officers,  directors,  agents,  attorneys  and
representatives, 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 APT. APT agrees to indemnify,  defend and
hold  the  ZiaSun  and  its   officers,   directors,   agents,   attorneys   and
representatives  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
APT, its officer's, or directors,  agents,  representatives,  and employees from
any claim from APT's inception.

     9.3 Indemnification of ZiaSun by Purchaser.  Purchaser agrees to indemnify,
defend and hold the ZiaSun and its officers,  directors,  agents,  attorneys and
representatives  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 (a) any breach
of, or failure by Purchasers to perform any of their  material  representations,
warranties,  covenants  or  agreements  in this  Agreement  or in any  schedule,
certificate,  exhibit  or  other  instrument  furnished  or to be  furnished  by
Purchasers  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,  and (b) any act of APT,  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

                                       12
<PAGE>
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.

     9.5 The obligations under Article 9 shall survive the Closing hereunder and
Termination of this Agreement. Purchasers, ZiaSun, and APT 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 that party fails to defend the same,  Purchasers,
ZiaSun or APT, as the case may be,  shall have the right to contract  and defend
the same, and in any event  Purchasers,  ZiaSun, or APT, 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,  Purchasers,  or APT, then Purchasers,  ZiaSun or APT
shall make available all information and assistance that Purchasers,  ZiaSun, or
APT may reasonably request.

                                   ARTICLE 10.

                              ACCESS TO INFORMATION

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

                                       13
<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 APT shall operate the  businesses of
APT in such a manner as to keep  intact the  business  organization  of APT 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   pertaining  to  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, APT, or the
Purchasers  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
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 Purchasers have given notice
     to  ZiaSun  of the  material  breach  or  default  by APT 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.

                                       14
<PAGE>
          14.1.2  Immediately  prior to  Closing,  ZiaSun  has  given  notice to
     Purchasers  of  material  breach  or  default  in  the  performance  of any
     covenant,  agreement,  representation,  warranty,  duty  or  obligation  of
     Purchasers  hereunder,  and  provided  that no such  termination  shall  be
     effective,  if prior  to  Closing  the  Purchasers  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 due to 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 its  covenants,  agreements,  duties  or
obligations  arising  hereunder,   or  any  of  its  misrepresentations  of  any
representations or warranty herein contained.

                                   ARTICLE 15.

                                  MISCELLANEOUS

     15.1 Payment of Expenses.  ZiaSun, APT and Purchasers shall each pay all of
their  own  respective  expenses  incident  to the  preparation,  execution  and
consummation 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 Purchasers, addressed to:
                  ----------------------------------
                  Patrick R. Cox and Calvin A. Cox
                  6711 Dover Road
                  Glen Burnie, Maryland 21061

                  If to APT, addressed to:
                  -----------------------
                  Mr. Patrick R. Cox
                  Asia Prepress Technology, Inc.
                  6711 Dover Road
                  Glen Burnie, Maryland 21061

                                       15
<PAGE>
                  If to the ZiaSun, addressed to:
                  ------------------------------
                  Mr. Allen D. Hardman
                  President and COO
                  ZiaSun Technologies, Inc.
                  665 San Rodolfo Drive
                  Suite 120
                  Solana beach, CA 92075

     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. 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.

     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.

     15.10  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.

     15.11 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.

     15.12.  Governing Law. 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 said State,  and without regard to its
choice of law principles.

     15.13.  Jurisdiction and Venue. With regard solely to any action instituted
by the  Lender as a result of the  breach by  Borrower  of the  Promissory  Note
referenced  herein,  for failure to make the  requisite  payments  when due, all
parties  hereto  consents to submit itself to the personal  jurisdiction  of the
Superior Court of the State of California,  County of San Diego,  and agree that
Venue  for  such  action  for  failure  to pay  shall be the  Superior  Court of
California,  County of San Diego.  The parties  further agree that they will not
attempt to deny or defeat such personal  jurisdiction by motion or other request
for leave from any such court.
                                       16
<PAGE>
         With regard to any action or dispute that may arise between the parties
relating to this Agreement, other than Borrower's failure to make payments as
required under this Promissory Note, general principals of jurisdiction and
venue shall apply.

         15.14 Attorneys' 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.


                                       17
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written above.

                                             ZIASUN TECHNOLOGIES, INC.


Dated: 27 June 2001                          /S/ Allen D. Hardman
                                             ----------------------------------
                                             By:  Allen D. Hardman
                                             Its: President and COO


Dated: 06/21/2001                            /S/ D. Scott Elder
                                             ----------------------------------
                                             By: D. Scott Elder
                                             Its: Chairman of the Board and CEO


                                             ASIA PREPRESS TECHNOLOGY, INC.

Dated: 6/12/01                               /S/ Patrick R. Cox
                                             ----------------------------------
                                             By: Patrick R. Cox
                                             Its: President and CEO




                                             PURCHASERS



Dated: 6/12/01                               /S/ Patrick R. Cox
                                             ----------------------------------
                                             Patrick R. Cox


Dated: 6/27/01                               /S/ Calvin A. Cox
                                             ----------------------------------
                                             Calvin A. Cox
<PAGE>

                                   EXHIBIT 3.1

                                     FORM OF
                            UNSECURED PROMISSORY NOTE
                           UNSECURED PROMISSORY NOTE

===============================================================================
PRINCIPAL AMOUNT:    $50,000.00

INTEREST RATE:       5.0% interest.

BORROWER:            Patrick R. Cox

LENDER:              ZiaSun Technologies, Inc.
                     A Nevada Corporation

PAYMENTS/DUE DATES:  PRINCIPAL AND ANY UNPAID ACCRUED INTEREST DUE
                     AND PAYABLE IN EQUAL PAYMENT, ON OR BEFORE JUNE 15, 2003
                     AND JUNE 15, 2004.

================================================================================

     1.  For  value  received,  Patrick  R.  Cox,  hereinafter  referred  to  as
"Borrower"  promises to pay ZiaSun  Technologies,  Inc.,  a Nevada  corporation,
hereinafter  referred  to as  "Lender",  or to order,  the  principal  amount of
$50,000.00  with interest  thereon at the rate of Five percent (5.0%) per annum,
from the date hereof.

     2. Due Date.  The principal and unpaid  accrued  interest  shall be due and
payable in two equal  installments on or before June 15, 2003 and June 15, 2004.
Borrower and Lender agree that the principle and interest accrued as of the date
the note,  may  become due  and/or  payable  prior to the actual due date at the
discretion of the borrower at anytime without penalty to borrower,  and prorated
for  interest  accrued at the time of the date of payment on a monthly  prorated
basis.

     3. Interest Accrual. Whereas, Borrower and Lender agree that interest shall
accrue on the unpaid  outstanding  principal  balance,  at the rate Five percent
(5.0%) per annum, until paid.

     4. Default. Borrower will be in default if any of the following occur:

          (a) Borrower fails to make any payment when due;

          (b)  Borrower  breaks any  promise  Borrower  has made to  Lender,  or
     Borrower  fails to perform  promptly at the time and strictly in the manner
     provided in this Note or in any other  agreement or loan  Borrower has with
     Lender;

          (c) Any  representation  or  statement  made or furnished to Lender by
     Borrower or on  Borrower's  behalf is false or  misleading  in any material
     respect;
                                       1
<PAGE>
          (d) Borrower becomes  Insolvent,  a receiver is appointed for any part
     of Borrower's  property,  Borrower  makes an assignment  for the benefit of
     creditors,  or any  proceeding  is commenced  either by Borrower or against
     Borrower under any Bankruptcy or Insolvency laws;

          (e) Any of the events  described in this default  section  occurs with
     respect to any guarantor of this Note.

     5.  Notices.  Any  notice,  payment  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 Lender to:
          -------------------
          Mr. Allen D. Hardman
          President and COO
          ZiaSun Technologies, Inc.
          665 San Rodolfo Drive
          Suite 120
          Solana Beach, CA 92075

          If to the Borrower to:
          ---------------------
          Mr. Patrick R. Cox
          6711 Dover Road
          Glen Burnie, MD 21061

     6. No Prepayment Penalty.  Borrower shall have the right to prepay the full
amount of any unpaid principal and accrued interest thereon, at any time without
any penalty.

     7. Attorneys Fees. Borrower agrees that if any legal action is necessary to
enforce  or  collect  this Note,  the  prevailing  party  shall be  entitled  to
reasonable  attorneys'  fees in addition to any other relief to which that party
may be entitled. This provision shall be applicable to the entire Note.

     8. Governing Law. Regardless of jurisdiction or venue of any action, as set
forth  below,  this  Promissory  Note  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 said State,  and without regard to its
choice of law principles.

     9.  Jurisdiction and Venue.  With regard solely to any action instituted by
the Lender as a result of the  breach by  Borrower  of this Note for  failure to
make the  requisite  payments  when due, all parties  hereto  consents to submit
itself  to the  personal  jurisdiction  of the  Superior  Court of the  State of
California,  County of San  Diego,  and agree  that  Venue for such  action  for
failure to pay shall be the Superior Court of  California,  County of San Diego.
The  parties  further  agree that they will not  attempt to deny or defeat  such
personal jurisdiction by motion or other request for leave from any such court.

                                       2
<PAGE>
     With  regard to any action or dispute  that may arise  between  the parties
relating to certain Share Purchase  Agreement  executed  concurrently  herewith,
other than Borrower's failure to make payments as required under this Promissory
Note, general principals of jurisdiction and venue shall apply.

     10. Method of Payment.  Principal  and interest  shall be payable in lawful
money of the United States.  Notwithstanding  anything  contained  herein to the
contrary,  the amount of interest  payable under the terms of this Note shall in
no event exceed the maximum amount of interest permitted to be charged by law at
the date of execution hereof.

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

     IN WITNESS WHEREOF, this Unsecured Promissory Note was executed on the date
and year written below.

                                    BORROWER

                                        PATRICK R. COX


Dated: 6/12/01                          /S/ Patrick R. Cox
                                        --------------------------------------
                                        Patrick R. Cox

                                     LENDER


                                        ZIASUN TECHNOLOGIES, INC.


Dated: 27 June 2001                     /S/ Allen D. Hardman
                                        --------------------------------------
                                        By:  Allen D. Hardman
                                        Its: President and COO

                                       3
<PAGE>
                                  EXHIBIT 4.1.4

                          REQUIRED GOVERNMENT APPROVALS
                                       OF
                                  ZIASUN OR APT


         NONE.
<PAGE>
                                   EXHIBIT 4.4

                    EXCEPTIONS TO TITLE TO ASSETS AND LEASES
                                       OF
                                       APT

     Pursuant to the terms of that certain Loan Agreement and Security Agreement
dated October 4, 2000,  executed by APT in favor of First Union  National  Bank,
APT has granted to First Union National Bank, a continuing  security interest in
and lien upon all properties,  accounts,  assets and proceeds thereof, now owned
or acquired in the future,  as security for the repayment of the Promissory Note
in the principal amount of $150,000 as of June 25, 2001.

<PAGE>
                                   EXHIBIT 4.6

                    LITIGATION AND PENDING OR THREATEN CLAIMS
                                       OF
                                       APT

         NONE.

<PAGE>
                                   EXHIBIT 4.7

                            EXCEPTIONS TO TAX RETURNS
                                       AND
                          REPORTS REQUIRED TO BE FILED
                                       BY
                                       APT

<PAGE>
                                   EXHIBIT 4.8

                       LIABILITIES, INDEBTEDNESS AND LIENS
                                       OF
                                       APT

     Pursuant to the terms of that certain Loan  Agreement,  Promissory Note and
Security  Agreement  dated  October 4, 2000,  executed  by APT in favor of First
Union  National  Bank,  APT is indebted to First Union  National Bank, of unpaid
principal and accrued interest of $130,000 as of the date hereof.

<PAGE>
                                  EXHIBIT 5.1.3

                          REQUIRED GOVERNMENT APPROVALS
                                       OF
                                   PURCHASERS

         NONE.