Agreement
                                    ---------

     This Agreement is by and between ZiaSun  Technologies,  Inc. ("ZiaSun") and
McKenna Enterprises LLC ("MKE") the sole members of MKZ Fund, LLC (MKZ) and sets
forth the  agreement  by and  between  MKE and  ZiaSun  that the  total  capital
commitment of ZiaSun  pursuant to the Venture Fund Agreement dated July 3, 2000,
be capped as set forth herein.

     As of the date of this  Agreement,  ZiaSun has infused $7.5 million in cash
and no shares of ZiaSun stock into MKZ, of which $5.6 million has been  invested
directly into the McKenna Venture Accelerator, LLC, (MVA) by MKZ.

     Wherefore,  it is  explicitly  agreed by all of the Parties  that  ZiaSun's
total capital  commitment and funding of MKZ will be capped at  $9,150,000,  and
other than the sum of $1,650,000, to be infused as follows, ZiaSun shall have no
further obligation of any type whatsoever to provide any further funding to MKZ.

     1.   $250,000 in cash to be paid to MKZ by ZiaSun,  upon  execution of this
          Agreement; and

     2. $1.4 million which remains an obligation of ZiaSun to MKZ.

     Further,  section 3 of the Venture Fund  Agreement  between  ZiaSun and MKZ
shall be amended to reflect that except for tax distributions, all distributions
resulting from liquidity  events in MKZ investments will first be paid to ZiaSun
until  100%  of  its  investments  and/or  equity  stubs  have  been  recovered.
Thereafter, all distributions of monies in excess of the amount invested will be
paid  60% to  ZiaSun,  or its  assignees,  and 40% to the  McKenna  Group or its
assignees.  This reflects the current arrangement for profit distribution as set
forth in Section 3 of the Venture Fund Agreement.

     This agreement is binding and may not be amended or terminated  without the
written approval of all Parties.

     All other terms and  conditions of the Business  Agreement  dated April 20,
2000,  and the Venture Fund Agreement  dated July 3, 2000,  shall remain in full
force and effect.

     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.

                                              ZiaSun Technologies, Inc.


Dated: April 13, 2001                         /S/ Allen D. Hardman
                                              ---------------------------------
                                              By:  Allen D. Hardman
                                              Its: President and COO

Dated: April 13, 2001                         /S/ D. Scott Elder
                                              ---------------------------------
                                              By:  D. Scott Elder
                                              Its: CEO & Chairman of the Board

                                              McKenna Enterprises LLC

Dated: April 13, 2001                         /S/ Geoffrey Mott
                                              ---------------------------------
                                              By:  Geoffrey Mott
                                              Its: Managing Partner