SECOND AMENDMENT TO AGREEMENT
                          -----------------------------

     This Second  Amendment to Agreement  (the  "Agreement")  is effective as of
July  1,  2001,  and  is by  and  among  ZiaSun  Technologies,  Inc.,  a  Nevada
Corporation,  (hereinafter referred to as "ZiaSun"),  Online Investors Advantage
Incorporated,  a Utah corporation  ("OIA"), and D. Scott Elder, Ross W. Jardine,
David  McCoy and Scott  Harris,  (hereinafter  collectively  referred  to as the
"Shareholders"),  and amends and modifies that certain Acquisition Agreement and
Plan  of   Reorganization   between  the  parties  dated  March  31,  1999  (the
"Acquisition  Agreement") and that certain  Amendment to Agreement dated May 31,
2000 (the First Amendment").

                                    RECITALS
                                    --------

     A. Whereas,  on March 31, 1999,  ZiaSun and the  Shareholders  entered into
that certain  Acquisition  Agreement under which ZiaSun would acquire in a stock
for stock  exchange all of the capital stock of OIA. All of the capital stock of
OIA was owned by the Shareholders as of that date.

     B. Whereas, pursuant to the terms of the Acquisition Agreement, in exchange
for all of the capital stock of OIA owned by the Shareholders,  the Shareholders
were to receive total Acquisition Consideration from ZiaSun of:

          (a)  Cash in the amount of  $400,000  distributed  pro rata to the OIA
               Shareholders; and

          (b)  6,000,000   (post-split   adjusted)   shares  of  the  previously
               authorized but unissued unregistered and restricted shares of the
               Common  Stock of ZiaSun based on  anticipated  earnings of OIA of
               $2,500,000  for the period from April 1, 1999  through  March 31,
               2000 (the "Earn Out Period").

     C. Whereas,  pursuant paragraph 1.3 of the Acquisition  Agreement,  the OIA
shareholders  received  cash of $400,000  and  1,000,000  (post-split  adjusted)
shares of the  Common  Stock of ZiaSun at  closing  on April 7,  1999,  with the
balance of 5,000,000  (post-split adjusted) held in escrow pursuant to paragraph
1.4 of the Acquisition Agreement.

     D. Whereas,  paragraph 1.5 of the  Acquisition  Agreement  provides for the
calculation of the actual OIA earnings and provides that actual OIA earnings for
the earnings period shall be calculated  based on EBITDA determine in accordance
with general accepted accounting principals.  Actual OIA earnings shall mean the
total gross sales of OIA less the costs of sales,  less  general  administrative
expenses before interest, taxes, depreciation and amortization.

     E.  Whereas,  paragraph  1.6 of the  Acquisition  Agreement  provided  that
adjustments based on the actual OIA earnings shall be made as follows:

               (a)  Reduction  Adjustment.  In the  event  that the  actual  OIA
          earnings  are less than  $2,500,000,  then the total  number of Escrow
          Shares  shall be reduced on a one share basis for each $1.00  (i.e.  1
          share basis for each $0.50 on a post-split  adjusted  basis) of actual
          OIA earnings less than $2,500,000.

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               (b)  Increase  Adjustment.  In the  event  that  the  actual  OIA
          earnings  are greater  than  $2,500,000,  then ZiaSun shall issue such
          additional  shares on the basis of one additional share for each $1.00
          (i.e. 1 share basis for each $0.50 on a post-split  adjusted basis) of
          actual OIA earnings greater than $2,500,000.

     F.  Whereas,  following  the end of the Earn Out Period as  provided in the
Acquisition  Agreement,  OIA's audited EBITDA earnings for the period from April
1, 1999  through  March 31, 2000 was reported as  $10,910,076,  which would have
resulted in ZiaSun owing 21,820,152  (post-split  adjusted) shares of its common
stock at March 31, 2000 to the OIA  Shareholders.  The value of these  shares at
March 31 was $248,204,230  which amount would have been added to the goodwill on
the Company's  balance sheet.  OIA's audited EBITDA earnings for the period from
April 1, 1999 through March 31, 2000 was later adjusted  because of unpaid sales
tax  during  that  period  that were  later  accounted  for, a result of which a
potential adjustment may be required as set forth herein.

     G. Whereas,  ZiaSun and the Shareholders  jointly  recognized that it would
not be in the best  interests  of ZiaSun to have  such a large  goodwill  burden
going forward,  and the parties  agreed to and entered into the First  Amendment
under  which the  Shareholders  would  exchange  12,000,000  of the  (post-split
adjusted)  shares they were to receive  pursuant to the terms of the Acquisition
Agreement, for $6,000,000 in cash.

     H.  Whereas,  in  accordance  with the First  Amendment,  the  Shareholders
receive  $6,000,000  in cash  and  9,820,152  (post-split  adjusted)  shares  of
ZiaSun's  common stock of which 5,000,000  shares had been previously  issued to
the  Shareholders  and  were  held  in  escrow  pursuant  to  the  terms  of the
Acquisition  Agreement,  and an total of 4,820,152  new  restricted  shares were
issued collectively to the Shareholders.

     I.  Whereas,  following  the  completion  of the  audit  of  the  financial
statements of ZiaSun for the year ended December 31, 2000, by BDO Seidman,  LLP,
the independent auditors of ZiaSun, it was determined that OIA had inadvertently
failed to filed  certain  sales tax returns and make the payment of sales tax on
certain sales of the educational workshops of OIA for sales that had occurred in
1998,  1999 and 2000. As a result of the oversight in payment of sales taxes for
these years ZiaSun  accrued a sales tax liability of $3,004,914 on its financial
statements  for the year ended  December 31, 2000,  representing  the  potential
sales, tax, penalties and interest that ZiaSun may be liable for the years 1998,
1999 and 2000.

     J.  Whereas,  had OIA paid  sales  tax on sales  made  during  the Earn Out
Period, the audited EBITDA earnings of OIA during the Earn Out Period would have
been less than initially audited and consequently the number of shares which the
Shareholders  would  have been  entitled  to under the terms of the  Acquisition
Agreement and First Amendment, would have been less.

     K.  Whereas,  after an analysis of the  potential  sales tax  liability  of
ZiaSun on sales made  during the Earn Out Period and the  benefits  received  by
ZiaSun and the Shareholders as a result of the modified earn out as reflected in
the  First  Amendment,  ZiaSun  and the  Shareholders  have  agreed to a further
amendment  and  modification  of the  provisions  pertaining to an adjustment of
shares issuable to the Shareholders pursuant to paragraph 1.6 of the Acquisition
Agreement and First Amendment, as set forth herein.

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                                    AGREEMENT
                                    ---------

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt  and  sufficiency  of which  are  hereby  acknowledged,  ZiaSun  and the
Shareholders hereby agree as follows:

     1. ZiaSun Obligation of Sales Tax Paid. ZiaSun and the Shareholders  hereby
agree,  that in light of the  benefits  received  by  ZiaSun  as a result of the
adjustment set forth in the First Amendment, and the uncertainly as to the exact
amount of sales tax  liability  which may be paid,  if during the three (3) year
period commencing from the date of this Agreement (July 1, 2001 through June 30,
2004),  any  sales tax  liability  is paid for sales  made  during  the Earn Out
Period,  then ZiaSun shall absorb and be solely  responsible  for the payment of
any actual sales tax  liability up to the amount of $554,000  (the "ZiaSun Sales
Tax Obligation"), on sales made by OIA during the Earn Out Period.

     2.  Shareholders  Obligation  of Sales  Tax Paid and  Adjustment  to Shares
Issued  Pursuant  to  Acquisition   Agreement,   as  amended,   ZiaSun  and  the
Shareholders  hereby  agree that in the event that the actual  sales tax paid by
ZiaSun on sales made by OIA during  the Earn Out  Period  exceeds  the amount of
ZiaSun Sales Tax  Obligation,  then the  Shareholders  shall reduce,  return and
deliver to ZiaSun,  1 share for each $0.50 of actual sales taxes paid by ZiaSun,
in excess of $554,000 (the "Shareholders Sales Tax Obligation").

     3. Delivery of INVESTools Restricted Shares. The Shareholders,  jointly and
severally  agree,  that the  shares,  if any,  to be  returned  to ZiaSun by the
Shareholders to cover the Shareholders Sales Tax Obligation, shall be restricted
shares of INVESTtools,  Inc., a Delaware corporation  ("INVESTools"),  which the
Shareholders  will receive as part of their transition  bonuses,  in conjunction
with the  consummation  of the  anticipated  merger by and  between  ZiaSun  and
Telescan, Inc., with INVESTools.  In this regard, the return of any Shares shall
first be made  through the  reduction of the number of  restricted  shares to be
issued  in  installments  pursuant  to the  transition  bonus,  from  the  later
installments and thereafter from the earlier installments.

     4. Contingent Delivery of INVESTools Registered Shares or Shares of ZiaSun.
The Shareholders,  jointly and severally agree, that in the event that there are
insufficient  INVESTtools  restricted  shares held by, or to be delivered to the
Shareholders,  pursuant to the transition  bonuses,  to satisfy any  adjustments
required to cover the Shareholders Sales Tax Obligation, then Shareholders shall
return and deliver to ZiaSun such  additional  registered  shares of  INVESTools
received by the  Shareholders as a result of the consummation of the anticipated
merger by and between ZiaSun and Telescan,  Inc., with INVESTools,  on the basis
of 1 share for each $0.50 of Shareholders  Sales Tax Obligation,  to satisfy the
Shareholders  Sales Tax Obligation.  Or, if the merger by and between ZiaSun and
Telescan, Inc., with INVESTools is not consummated,  then the Shareholders shall
return and deliver to ZiaSun such additional shares of ZiaSun,  as required,  on
the basis of 1 share for each $0.50 of  Shareholders  Sales Tax  Obligation,  to
satisfy the Shareholders Sales Tax Obligation.

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     5.  Adjustment of Shares  Deliverable  by  Shareholders.  In the event that
ZiaSun or  INVESTools  shall effect,  make or authorize,  the payment of a stock
dividend, any adjustment,  recapitalization,  reorganization, or other change in
ZiaSun's or INVESTool's  capital  structure or their business,  or any merger or
consolidation of ZiaSun or INVESTools,  or a change in the exchange ratio of the
contemplated  merger of ZiaSun and Telescan,  or other  increase or reduction of
the number of shares of the stock  outstanding,  or any other  corporate  act or
proceedings  of  ZiaSun  or  INVESTools,  whether  of  a  similar  character  or
otherwise, then the number of shares of stock subject to the satisfaction of the
Shareholders Sales Tax Obligation, shall: (1) in the event of an increase in the
number of  outstanding  shares,  be  proportionately  increased,  and the dollar
amount per share counterpart shall be proportionately  reduced;  and, (2) in the
event of a reduction in the number of  outstanding  shares,  be  proportionately
reduced,  and the dollar amount per share counterpart  shall be  proportionately
increased.

     By way of  example  and for the  purpose  of  clarification,  in event that
ZiaSun or INVESTools  effects 1-for-2 reverse stock split, then the Shareholders
shall  reduce,  return and  deliver to ZiaSun,  1 share for each $1.00 of actual
sales taxes paid by ZiaSun, in excess of $554,000,  rather than 1 share for each
$0.50 of actual sales taxes paid by ZiaSun, in excess of $554,000.  In the event
of 1-for-4 reverse stock split, then the Shareholders  shall reduce,  return and
deliver to ZiaSun,  1 share for each $200 of actual  sales taxes paid by ZiaSun,
in excess of $554,000,  rather than 1 share for each $0.50 of actual sales taxes
paid by ZiaSun, in excess of $554,000.

     6. Amendment to Agreement.  The  Shareholders  and ZiaSun hereby agree that
the terms of the  Acquisition  Agreement  and First  Amendment,  are amended and
modified  to  reflect  the  agreement  and   undertakings   of  ZiaSun  and  the
Shareholders, as set forth herein.

     7. All other terms and  conditions of the  Acquisition  Agreement and First
Amendment shall remain in full force and effect.

     8. Entire Agreement.  This Agreement  contains the entire agreement between
the parties  relating to the subject  matter  contained in this  Agreement.  All
prior or contemporaneous agreements,  representations or warranties,  written or
oral,  between the parties are superseded by this Agreement.  This Agreement may
not  be  modified   except  by  written   document   signed  by  an   authorized
representative  of each party.  In the event that any part of this  Agreement is
found to be unenforceable, the remainder shall continue in effect, to the extent
consistent  with the  intent of the  parties  as of the  effective  date of this
Agreement.

     9. No Oral  Change.  This  Agreement  and any  provision  hereof may not be
waived,  changed,  modified or  discharged  orally,  but only by an agreement in
writing signed by the party against whom enforcement of any such waiver, change,
modification or discharge is sought.

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     10. Non-Waiver. The failure of any party to insist in any one or more cases
upon the performance of any of the  provisions,  covenants or conditions of this
Agreement or to exercise any option herein contained shall not be construed as a
waiver or  relinquishment  for the future of any such  provisions,  covenants or
conditions.  No waiver by any party of one  breach  by  another  party  shall be
construed as a waiver with respect to any subsequent breach.

     11. Choice of Law. This Agreement and its application  shall be governed by
the laws of the State of California.

     12. Counterparts and/or Facsimile Signature. This Agreement may be executed
in any number of counterparts,  including counterparts transmitted by telecopier
or FAX, any one of which shall  constitute an original of this  Agreement.  When
counterparts of facsimile  copies have been executed by all parties,  they shall
have the same effect as if the signatures to each  counterpart or copy were upon
the  same  document  and  copies  of such  documents  shall be  deemed  valid as
originals.  The parties agree that all such  signatures  may be transferred to a
single document upon the request of any party.

     13. Binding  Effect.  This Agreement shall inure to and be binding upon the
heirs, executors,  personal  representatives,  successors and assigns of each of
the parties to this Agreement.

                                            ZIASUN TECHNOLOGIES, INC.
                                            A Nevada Corporation

Dated: July 26, 2001                        /S/ Allen D. Hardman
                                            -----------------------------------
                                            By:  Allen D. Hardman
                                            Its: President and COO


                                            ONLINE INVESTORS ADVANTAGE, INC.
                                            A Utah Corporation


Dated: July 9, 2001                         /S/ D. Scott Elder
                                            -----------------------------------
                                            By:  D. Scott Elder
                                            Its: Chief Executive Officer


Dated: July 9, 2001                         /S/ David McCoy
                                            -----------------------------------
                                            By:  David McCoy
                                            Its: President

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                                            SHAREHOLDERS

Dated: July 9, 2001                         /S/ D. Scott Elder
                                            -----------------------------------
                                            D. Scott Elder


Dated: July 10, 2001                        /S/ Ross W. Jardine
                                            -----------------------------------
                                            Ross W. Jardine


Dated: July 9, 2001                         /S/ David McCoy
                                            -----------------------------------
                                            David McCoy


Dated: July 9, 2001                         /S/ Scott Harris
                                            -----------------------------------
                                            Scott Harris

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