EXHIBIT 10.53
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                            SHARE PURCHASE AGREEMENT

     THIS SHARE PURCHASE AGREEMENT (the "Agreement") is effective as of June 27,
2000,  is  by  and  among  ZiaSun  Technologies,  Inc.,  a  Nevada  corporation,
hereinafter referred to as "ZiaSun",  Patrick R. Cox, hereinafter referred to as
"Purchaser,"  and Asia  Internet  Services.com,  Inc.,  a Maryland  corporation,
hereinafter  referred to as "AIS." 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 AIS which  constitutes all the issued and outstanding  shares of
AIS (the "AIS Shares").

     B. Whereas,  ZiaSun acquired AIS, 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 AIS in  consideration of $200,000 cash and
150,000  restricted  shares of common  stock of ZiaSun,  whereupon  AIS became a
wholly-owned subsidiary of ZiaSun.

     C. Whereas,  ZiaSun  desires to sell to Purchaser and Purchaser  desires to
purchase from ZiaSun all AIS Shares owned by ZiaSun,  in  consideration  for One
Hundred Fifty  Thousand  (150,000)  restricted  shares of common stock of ZiaSun
owned by Purchaser.

     D.  Whereas,  additional  consideration  for the sale of APT to  Purchasers
shall consist of $100,000 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 installments on or before June 15,
2003 and June 15, 2004.

                                    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  "AIS"  shall  mean  Asia  Internet  Services.com,   Inc.,  a  Maryland
corporation, and wholly owned subsidiary of ZiaSun.

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     1.4 "Purchaser" shall mean Patrick R. 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 "AIS Shares" shall mean 100 shares of common stock, no par value of AIS
to be sold to and acquired by Purchaser from the ZiaSun hereunder.

     1.9  "Purchase  Price"  shall mean one  hundred  fifty  thousand  (150,000)
restricted shares of common stock of ZiaSun and $100,000 in cash as evidenced by
the  Unsecured  Promissory  Note  signed by Patrick  R. 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 Purchaser,  and Purchaser  agrees to buy from
ZiaSun,  all AIS Shares  owned by ZiaSun,  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 the AIS Shares  shall be one hundred  fifty  thousand  (150,000)  restricted
shares of Common Stock of ZiaSun, free of any liens,  pledges or encumbrances of
any kind and $100,000 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 installments on or before June 15, 2003
and June 15, 2004.

                                   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:

          4.1.1  Organization  and  Good  Standing.  AIS is duly  organized  and
     existing in good standing  under the laws of the State of Maryland.  To the
     best of ZiaSun's  knowledge,  AIS 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.  AIS 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;

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          4.1.2 Authorization. The execution, delivery and performance by ZiaSun
     of this  Agreement and the  execution,  delivery and  performance by ZiaSun
     and/or AIS of each related  agreement to which ZiaSun and/or AIS is a party
     (a) are within  ZiaSun's or AIS'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 AIS or
     require any consent or approval  pursuant to the Articles of  Incorporation
     or bylaws of AIS or any law, regulation, order, judgment, writ, injunction,
     license, permit, agreement or instrument applicable to ZiaSun or AIS;

          4.1.3 Enforceability. The execution and delivery of this Agreement and
     of each  related  agreement  to which  ZiaSun  is a party,  will  result in
     legally  binding  obligations  of  ZiaSun,   enforceable  by  Purchaser  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 AIS 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 AIS, 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 AIS and as such is  familiar  with the  financial
statements of AIS, including without limitation,  its balance sheet,  statements
of operations  and cash flows,  and Purchaser  hereby waives any  requirement of
ZiaSun to provide financial  statements of AIS and does hereby accept AIS 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,  AIS 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.

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

     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 AIS 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 AIS No
judgment,  decree  or  order  of any  court,  board  or  other  governmental  or
administrative  agency or arbitrator has been issued against or binds AIS or its
assets.

     4.7 Tax Returns. To the best of ZiaSun's knowledge,  except as set forth on
Exhibit  4.7,  hereto,  AIS 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,  AIS  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 AIS and its  officers  and  directors,
Exhibit 4.8, hereto sets forth all material liabilities,  indebtedness and liens
of AIS.

     4.9  Governmental  Regulations.  AIS  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; AIS 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.

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     4.11 "AS-IS" Sale. ZiaSun has not pledged,  hypothecated the Shares of AIS,
or entered  into any  contract or  agreement on behalf of, or relating to AIS As
Purchaser,  Patrick  R. Cox,  is the  President  of AIS,  and has  been,  and is
currently in charge if the  operations,  assets and  liabilities of AIS,  ZiaSun
makes no representation or warranty,  either expressed or implied,  with respect
to the  business,  assets,  liabilities  and  obligations  of AIS, and Purchaser
accepts AIS in its present  condition and status of  operations,  subject to any
and all claims, liabilities and obligations, if any, that may result thereto.

                                   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:

          5.1.1  Authorization.  The execution,  delivery and performance by the
     Purchaser of this Agreement and each related  agreement to which  Purchaser
     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  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  Purchaser is a party,
     will result in legally  binding  obligations  of the Purchaser  enforceable
     against  Purchaser 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 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.

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          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,  Purchaser is solvent,  has tangible
     and intangible  assets having a fair value in excess of the amount required
     to pay Purchaser's  probable  liabilities on Purchaser's  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 Purchaser's debts from
     time to time incurred in connection therewith as such debts mature.

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

          5.1.7 Defaults. To the best of Purchasers' knowledge, 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.  To the  best of  Purchasers'
     knowledge,  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.

          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. To the
     best of  Purchasers'  knowledge,  the Purchaser is not in default on any of
     its obligations under this Agreement or any related agreements.

          5.1.10  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
     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 Purchaser.

          5.1.11 Tax Returns.  To the best of Purchasers'  knowledge,  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
     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 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.

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          5.1.12  Disclosure.   To  the  best  of  Purchasers'   knowledge,   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.

          5.1.13  Access  to  Financial  Reports.  ZiaSun  shall  have  full and
     complete access to any and all financial information and records, of AIS up
     to date of Closing, and as otherwise 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 AIS  Liabilities.  Purchaser  acknowledges  that
     Purchaser  is aware of the  financial  condition  and  liabilities  of AIS.
     Purchaser hereby accepts full  responsibility  for any and all liabilities,
     liens and debts of AIS.

                                   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 AIS, issued in the name of Patrick R. Cox;

          6.2.2 To Purchaser,  a resolutions 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 AIS Deliveries. On or prior to the Closing Date as set forth below, AIS
shall deliver, or cause to be delivered, to ZiaSun, the following:

          6.3.1 A duly  executed  Resolution  of the Board of  Directors  of AIS
     authorizing the transactions contemplated hereby; and

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

     6.4 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:

          6.4.1  To  ZiaSun,  one or more  certificate(s)  representing  150,000
     restricted  shares of common stock of ZiaSun,  issued in the name of ZiaSun
     Technologies, Inc.;

          6.4.2 To ZiaSun, 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

          6.4.3 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 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 ZiaSun prior to or at the
     Closing Date.

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

          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.

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          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 AIS 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 AIS 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 AIS,  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 AIS.

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

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

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          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.  To the best of Purchasers' knowledge,  Purchaser represents
and warrants that Purchaser has not caused,  and Purchaser  covenants and agrees
that Purchaser 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 their  part to satisfy  such
conditions.

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                                   ARTICLE 9.

                        INDEMNIFICATION AND HOLD HARMLESS

     9.1  Indemnification  by ZiaSun The ZiaSun agrees to indemnify,  defend and
hold the  Purchaser,  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 AIS. AIS 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
AIS, its officer's, or directors,  agents,  representatives,  and employees from
any claim from AIS'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   Purchaser's   material
representations, warranties, covenants or agreements in this Agreement or in any
schedule, certificate,  exhibit or other instrument furnished or to be furnished
by Purchaser 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 AIS,  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

                                       11
<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.  Purchaser, ZiaSun, and AIS 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,  Purchaser,
ZiaSun or AIS, as the case may be,  shall have the right to contract  and defend
the same, and in any event,  Purchaser,  ZiaSun, or AIS, 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 AIS, then  Purchaser,  ZiaSun or AIS
shall make available all information and assistance that Purchaser,  ZiaSun,  or
AIS may reasonably request.

                                   ARTICLE 10.

                              ACCESS TO INFORMATION

     10.1  From the date  hereof  until the  Closing  Date,  Purchaser,  through
Purchaser's employees,  accountants,  attorneys and other  representatives,  may
make  such  investigation  of  the  financial  and  legal  condition,  business,
operations  and  properties of AIS as it may deem  necessary or  advisable,  and
ZiaSun  agrees to cause AIS 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 AIS. In the event that the
transactions contemplated hereby are not consummated,  all documents obtained by
Purchaser  from  AIS  shall be  promptly  returned  to them and all  information
obtained by Purchaser  concerning  AIS shall be kept strictly  confidential  and
shall not be used for competitive purposes.

                                       12
<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 AIS shall operate the  businesses of
AIS in such a manner as to keep  intact the  business  organization  of AIS 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, AIS, 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
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  AIS  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.

                                       13
<PAGE>

          14.1.2  Immediately  prior to  Closing,  ZiaSun  has  given  notice to
     Purchaser of material breach or 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 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,  AIS and Purchaser 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 Purchaser, addressed to:
                  ---------------------------------
                  Patrick R. Cox
                  6711 Dover Road
                  Glen Burnie, Maryland 21061


                                       14
<PAGE>
                  If to AIS, addressed to:
                  -----------------------
                  Mr. Patrick R. Cox
                  Asia Internet Services.com, Inc.
                  6711 Dover Road
                  Glen Burnie, Maryland 21061

                  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
<PAGE>

     15.13  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.

     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 INTERNET SERVICES.COM, INC.

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


                                             PURCHASER



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


                                       16
<PAGE>
                                   EXHIBIT 3.1

                                     FORM OF
                           UNSECURED PROMISSORY NOTE

                           UNSECURED PROMISSORY NOTE

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

PRINCIPAL AMOUNT:        $100,000.00

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  PAYMENTS,  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
$100,000.00  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  Promissory  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 AIS


         NONE.
<PAGE>
                                   EXHIBIT 4.4

                    EXCEPTIONS TO TITLE TO ASSETS AND LEASES
                                       OF
                                       AIS


         NONE.
<PAGE>
                                   EXHIBIT 4.6

                    LITIGATION AND PENDING OR THREATEN CLAIMS
                                       OF
                                       AIS

         NONE.

<PAGE>
                                   EXHIBIT 4.7

                            EXCEPTIONS TO TAX RETURNS
                                       AND
                          REPORTS REQUIRED TO BE FILED
                                       BY
                                       AIS
<PAGE>
                                   EXHIBIT 4.8

                       LIABILITIES, INDEBTEDNESS AND LIENS
                                       OF
                                       AIS

         NONE.

<PAGE>
                                  EXHIBIT 5.1.3

                          REQUIRED GOVERNMENT APPROVALS
                                       OF
                                    PURCHASER


         NONE.