JOINT VENTURE AGREEMENT

     This  Joint  Venture  Agreement  ("Agreement")  is  made  effective  as  of
September  27,  2001,  and  entered  into at Provo,  Utah,  by and among  Online
Investors  Advantage,  Inc., a Utah corporation,  located at 5252 North Edgewood
Drive,  Suite  325,  Provo,  Utah  84604  ("Online")  and Hon  Leong  Chong,  an
individual,  whose Singapore passport number is S0004804F and is residing at 10G
Braddell  Hill #04-28,  Singapore  579726  ("Chong"),  and Eric Lip Meng Tan, an
individual,  whose Singapore passport number is S1349197I and is residing at 279
Balestier Road #07-07, Balestier Point, Singapore 329727 ("Tan") hereinafter the
two individuals are collectively "Chong & Tan".

     A. WHEREAS, Online provides in-depth consumer training via workshops,  home
study, and online  subscriptions  in optimum use of its Internet  investment and
financial management tools and services; and,

     B. WHEREAS,  Chong & Tan have agreed to work to expand Online's business in
the Asian  marketplace,  including the  performance of marketing  services,  the
distribution  of the Online  materials  and  holding of previews  and  workshops
initially in Singapore, Malaysia, Brunei and Hong Kong; and,

     C. WHEREAS, Online and Chong & Tan are desirous of pooling their resources,
expertise  and  capital to create a new  business  entity in  Singapore,  Online
Investors  Advantage Asia Pacific Limited,  whose sole purpose will be to expand
upon the current marketplace for the above-mentioned Online services; and,

     NOW,  THEREFORE,  the  Parties  to this  Agreement  do  hereby  voluntarily
associate  themselves together as Joint Venturers subject to the following terms
and conditions, with effect from January 1, 2001:

                                   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  "Agreement" shall refer to this Joint Venture Agreement.


1.3  "Online" shall mean Online Investors Advantage, Inc., a Utah corporation, a
     wholly-owned subsidiary of ZiaSun Technologies, Inc.

1.4  "Chong & Tan" shall mean Hon Leong Chong, an individual,  and Eric Lip Meng
     Tan, an individual, collectively.

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1.5  "Singapore Co." shall mean Online Investors  Advantage Asia Pacific Private
     Limited, a Singapore company formed by the Joint Venturers.

1.6  "Profits"  shall mean revenues  collected from sales in the markets covered
     by this  agreement  less all  Salary and  Operating  Expenses  incurred  by
     Singapore  Co.  including  any  expenses  incurred  by  Online on behalf of
     Singapore Co. in marketing and fulfillment.

1.7  "Distributable  Profits"  shall  mean net  profits,  after  tax,  which are
     available for distribution as dividends.  At minimum,  Seventy-Five percent
     (75%) of the Distributable Profits will be paid out annually as dividends.

1.8  "Revenues"   shall  mean  the  monies   earned   from  the  sales  of  live
     seminars/workshops  and home study products in the markets  covered by this
     Agreement.  Twenty-Five  percent  (25%)  of the  Revenues  will be used for
     Salaries and Operating Expenses.

1.9  "Accounting"   shall   mean  a  complete   record  of  all  the   financial
     transactions,  accompanying  spreadsheets,  and  records and these shall be
     prepared  and  maintained  by the  management  team  of  Singapore  Co.  in
     accordance with generally accepted accounting principles.

1.10 "Account A" shall mean the Citibank account set up in the name of Singapore
     Co. which will require at least one signatory from each of Online and Chong
     & Tan, see Exhibit 3.9.1 attached to this Agreement,  before any monies can
     be transferred out of this account.  All revenues received by Singapore Co.
     are to be deposited into this account.

1.11 "Account B" shall mean the Citibank account set up in the name of Singapore
     Co. to which any two signatories  from either Online and/or  Singapore Co.,
     see  Exhibit  3.9.1  attached to this  Agreement,  may sign for any banking
     transaction.

1.12 "Salaries  and  Operating  Expenses"  shall mean those  direct  expenses of
     Singapore  Co. and shall include  Singapore Co.  salaries and staff related
     expenses,  all travel and transportation  expenses,  office rental,  office
     equipment and fixture maintenance,  amortization and depreciation  charges,
     telecommunication  expenses,   utilities  charges  and  auditing/accounting
     expenses.  The budget for Salaries and Operating  Expenses of Singapore Co.
     shall be capped at Twenty-Five percent (25%) of its Revenues.

     The  following  expenses are not  Operating  Expenses and are expenses that
     Chong & Tan have no control over.  These include all payments to Online and
     its  preview  speakers,  closers,  workshop  instructors  and hosts.  Also,
     excluded   from   Operating   Expenses  are   payments  to  call   centers,
     advertising/media  companies,  hotel and  materials  expenses and sales and
     other taxes incurred directly for the previews and workshops.

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1.13 "Standard Workshop" shall mean the regularly scheduled,  one (1) or two (2)
     day online  investing  workshops  at which the students pay at the standard
     rate of Two Thousand  Four  Hundred  Ninety Five and no/100  United  States
     Dollars (US  $2,495.00)  or Three  Thousand  Four  Hundred  Ninety Five and
     no/100  United States  Dollars (US  $3,495.00)  respectively  or such other
     rates as may apply from time to time,  all monies  earned  from said events
     shall be deposited in Account A.

1.14 "Non Standard  Workshop"  shall mean those workshops that are not regularly
     scheduled,  distinct from the Standard  Workshop  defined above,  but occur
     from time to time in accordance with demand,  the price per student will be
     determined by  negotiation  contingent on the specifics of each event,  all
     monies earned from said events shall be deposited in Account A.

1.15 "Party" shall mean either one of Online or Chong or Tan, or collectively as
     the  "Parties".  The Parties may also be referred to in this  Agreement  as
     "Joint Venturers" or singularly as a "Joint Venturer".

                                   Article 2.

                           Formation of Joint Venture
                           --------------------------

2.1  Name of Joint  Venture.  The name of this  Joint  Venture  shall be  Online
     Investors  Advantage  Asia Pacific  Private  Limited,  a Singapore  company
     ("Singapore Co.").

2.2  Purposes of Joint Venture. The purposes of this Joint Venture shall be:

     2.2.1     To enter into an  exclusive  relationship  under which Online and
               Chong & Tan will pool their  resources,  expertise and capital to
               facilitate   the  growth  of  Online's   business  in  the  Asian
               marketplace.

     2.2.2     To further this growth in the Asian marketplace, the Parties will
               form and operate under Online  Investors  Advantage  Asia Pacific
               Private Limited,  a Singapore Company  ("Singapore  Co."),  which
               will  be the  vehicle  by  which  Online's  business  in  Asia is
               expanded with the initial  focus areas being,  but not limited to
               Singapore, Malaysia, Brunei and Hong Kong.

2.3  Ownership  Interest.  The ownership of Singapore Co. shall  initially be as
     follows:

     2.3.1     For Online's initial capital contribution as set forth in Section
               3.3.1.1,  Online  shall  own  Seventy-Five  percent  (75%) of the
               capital stock of Singapore Co.

     2.3.2     For Chong & Tan's initial  capital  contribution  as set forth in
               Section 3.3.1.2 Chong & Tan shall own  Twenty-Five  percent (25%)
               of the  capital  stock of  Singapore  Co.  to be held on an equal
               basis individually (12.5% each).

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     2.3.3     Online  agrees  to sell to Chong & Tan Five  Percent  (5%) of the
               capital stock of Singapore Co. at a price of One Singapore Dollar
               (S $1) per share from its holding should  Singapore Co. apply for
               and successfully  receive Pioneer Service Company Status from the
               Singapore Government.

2.4  Exclusive  Relationship.  It is expressly acknowledged and agreed by Online
     and Chong & Tan that all  opportunities  in Asia  similar  to the  existing
     business of Online as described above, identified and/or reviewed by either
     Online,  Singapore Co. or Chong & Tan individually shall be subject to this
     Agreement. As such,  notwithstanding the nature of the opportunity,  or the
     entity  and/or  individuals  who  actually  discover the  opportunity,  the
     Parties shall be entitled to pursue the  opportunity  through its Singapore
     Co. entity.

                                   Article 3.

                           Formation of Singapore Co.
                           --------------------------

3.1  Company  Formation.  Pursuant to this  Agreement,  Singapore Co., which has
     been formed, will be the vehicle by which Online's business in Asia will be
     expanded  progressively by this Joint Venture, with the initial focus areas
     being Singapore, Malaysia, Brunei and Hong Kong.

     3.1.1     Form.  The  Singapore  Co.  shall  be  organized  as a  Singapore
               Corporation under the laws of Singapore.

     3.1.2     Name.  The  name  of  the  company  shall  be:  Online  Investors
               Advantage Asia Pacific Private Limited, a Singapore Company.

3.2  Governance of Singapore Co.

     3.2.1     Chong  & Tan  will  be  responsible  for  the  role  of  resident
               executive director.

     3.2.2     The  composition  of  Singapore  Co.'s Board of  Directors  shall
               initially  be  comprised of Three (3) members and is to be filled
               as follows based on percentage of total Shares held:

          3.2.2.1   Online:  Shall  fill  Two (2)  seats,  and will  choose  the
                    Chairman ("Online Directors").

          3.2.2.2   Chong & Tan: Shall fill One (1) seat to be the Secretary.


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<PAGE>
          3.2.2.3   One  member of the  board to be filled by Online  shall be a
                    Co-CEO of Online, this position is initially to be filled by
                    Ross Jardine. This position will also be the Chairman of the
                    Board. The second member of the board to be filled by Online
                    shall be a Vice President of Global Business Development for
                    Online.  The member of the Board  chosen by Chong & Tan will
                    be the  Secretary of the Board and will  initially be filled
                    by Hon Leong Chong.

     3.2.3     Authority of the Board of Directors:


          3.2.3.1   To oversee the disbursement of the Distributable  Profits of
                    Singapore Co.

          3.2.3.2   To evaluate the performance made by Singapore Co.

     3.2.4     Voting. Each member of the Singapore Co. Board shall have one (1)
               vote.  All Board  resolutions  shall be approved by a  two-thirds
               (2/3) vote of those  present at the meeting of which at least two
               (2) must be Online Directors present in person, by telephony,  or
               via an  approved  circular  resolution  with at least two  Online
               Directors'  signatures,  one  of  which  shall  be  that  of  the
               Chairman.

3.3  Funding and Ownership. Singapore Co. shall be funded, as follows:

     3.3.1     Initial Capital:

          3.3.1.1   Online's  initial capital  contribution  shall be a total of
                    Seventy-Five   Thousand  and  no/100  Singapore  dollars  (S
                    $75,000.00) in cash.

          3.3.1.2   Chong & Tan's initial capital  contribution shall be a total
                    of  Twenty-Five  Thousand  and no/100  Singapore  dollars (S
                    $25,000.00) in cash.

     3.3.2     Ownership of Singapore Co.

          3.3.2.1   Online shall own Seventy-Five percent (75%) of Singapore Co.

          3.3.2.2   Chong & Tan shall own Twenty-Five percent (25%) of Singapore
                    Co.

3.4  Management  Team.  The  Management  Team will consist of Chong and Tan, who
     will  report to  Online,  and shall be  employed  to oversee  the  business
     operations  of  Singapore  Co. Hon Leong Chong will serve  initially as the
     President  of  Singapore  Co.  and  Eric Tan will  serve  initially  as the
     Executive Vice President of Singapore Co. The total  compensation for these
     positions  will be paid out from the Revenues  utilized  for the  Company's
     Salaries  and  Operating  Expenses,  and  therefore  shall  not  to  exceed
     Twenty-Five percent (25%) of total Revenues.  The Singapore Co. Board shall
     mutually approve all senior executive hires thereafter,  such as, positions
     equivalent to the chief executive officer and chief financial officer.

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<PAGE>
3.5  Identification and Staffing. Online shall authorize the use of its name and
     contribute services to Singapore Co., as follows:

     3.5.1     Online  authorizes   Singapore  Co.  to  use  the  name,  "Online
               Investors   Advantage"  in  all   advertising  and  promotion  of
               Singapore  Co  Ventures,  subject to  Online's  prior  review and
               approval  of all  proposed  materials  and/or  promotions,  which
               approval shall not be unreasonably withheld.

     3.5.2     Singapore  Co. will be  responsible  for its own staffing  needs,
               however all Preview  Speakers  and Workshop  Instructors  will be
               approved and authorized solely and exclusively by Online.  Online
               shall provide  Singapore Co. with Previews  Speakers and Workshop
               Instructors,  at its standard  rates.  Travel  expenses are to be
               paid for by Singapore Co.

     3.5.3     Online  will  assist  Singapore  Co.  in  the  development  of  a
               telemarketing  center  for Asia  when  approved  by the  Board of
               Singapore Co.

     3.5.4     Online  will  also  provide  Singapore  Co.  with  the  necessary
               educational  materials on  investing  in the United  States stock
               markets at a purchase  price of Three  Hundred  and Fifty  United
               States dollars (US $350.00) per Standard Workshop student. Online
               will provide Singapore Co. all other  educational  materials at a
               purchase  price to be agreed  upon in the future.  All  materials
               Singapore  Co. helps Online to procure or produce in Asia will be
               paid for  directly by Online or  re-imbursed  by Online when they
               are paid on its behalf by Singapore Co.

3.6  Disbursement  of  Profits.  Singapore  Co.  will  disburse  not  less  than
     Seventy-Five  percent  (75%)  of its  Distributable  Profits  derived  from
     operations directly to its Shareholders in an annual distribution each year
     in  December,  or from time to time,  as the  board  deems  necessary.  The
     balance of the Distributable Profits derived from operations shall be spent
     on  infrastructure,  investment and R&D items for Singapore Co. as approved
     by the  Board.  The Board  will have sole  discretion  in  determining  the
     amounts to be distributed annually.

3.7  Budget.  The Management Team of Singapore Co. shall develop,  and submit to
     the Singapore Co. Board for approval, an annual budget and statement of use
     of funds.  ("Salaries  and  Operating  Expenses")  This  annual  budget and
     statement of use funds for use  directly by Singapore  Co. shall not exceed
     Twenty-Five percent (25%) of the revenues generated by the company. Further
     monthly operations expense budgets will be submitted to Online as set forth
     below in Section 3.9.4.

3.8  Modification.  All material  departures or changes from the  aforementioned
     disbursement schedule and/or approved budget will require the prior written
     approval of the both the Singapore Co. and Online.

3.9  Banking.  Two bank accounts  shall be  established in the name of Singapore
     Co. and both shall be maintained at Citibank.

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<PAGE>
     3.9.1     The  First  account  shall be the  account  into  which all sales
               revenue  received by Singapore Co. are deposited  ("Account  A").
               This account can only be accessed with  authorization  of two (2)
               individuals,  one  (1)  individual  must be a  representative  of
               Online and one (1) individual must be a representative of Chong &
               Tan. For a list of  authorized  signatories  for both entities on
               Account A see Exhibit 3.9.1.

     3.9.2     The Second  account  will be operated  by any two (2)  authorized
               signatories  from Online and Singapore Co.  ("Account  B"). Money
               will be transferred at the end of each month or from time to time
               with the approval of Online from Account A.

     3.9.3     All  checks  drawn on the  Account B in  excess  of Ten  Thousand
               United States Dollars (US  $10,000.00)  must also be signed by an
               authorized representative of both Singapore Co. and Online.

     3.9.4     By the 20th day of each month,  Singapore  Co.  will  produce for
               Online a schedule of its estimated expenses for the next upcoming
               month.  Online will review this  schedule and deposit  money from
               the Account A into the Account B for these expenses.

     3.9.5     Singapore Co. will provide  monthly  statements of both accounts,
               Account A and Account B, to Online.

3.10 Accounting.  The management  team of Singapore Co. shall be responsible for
     the management and financial  affairs of Singapore Co., in accordance  with
     the following:

     3.10.1    No  expenditures  or liabilities  shall be made in the name or on
               the credit of the  Singapore Co.  exceeding  Ten Thousand  United
               States  Dollars (US  $10,000.00)  per month,  without the express
               written consent of Online.

     3.10.2    At all times during the  continuance of Singapore  Co.,  accurate
               books of account shall be maintained in accordance with generally
               accepted  accounting  procedures in which all matters relating to
               this Joint Venture  shall be entered.  The books of account shall
               be open to  examination  by Online or its agent  upon  reasonable
               notice.

     3.10.3    A complete  accounting of the operation of Singapore Co. shall be
               rendered as of the close of business each calendar  month to each
               Party  hereto  within Ten (10) days after the close of each month
               utilizing generally accepted accounting procedures.

     3.10.4    Singapore  Co.  funds  shall only be  disbursed  to cover  actual
               expenses  as  they  are  incurred.  Any  excess  funds  shall  be
               proratably  distributed  upon termination of the Joint Venture to
               the Joint Venturers after all debts,  liabilities and obligations
               of the Joint Venture have been satisfied.

                                       7
<PAGE>
                                   Article 4.

                             Prohibited Transactions
                             -----------------------

     The Parties to this Agreement are prohibited from engaging in the following
transactions:

4.1  Name. During the term of this Agreement, no Party shall use the name of the
     Joint Venture except as specifically authorized in this Agreement.

4.2  Joint  Venturers'  Confidential  Information.  The Joint Venturers  possess
     certain  confidential   information  regarding  their  respective  business
     affairs,  plans or activities  ("Information").  Said Information includes,
     but is not limited to, trade  secrets,  proprietary  information,  business
     strategies,  shareholder names,  customer names,  marketing plans, supplier
     names, costs,  applications,  specifications,  software,  formulas,  plans,
     designs, and manufacturing  procedures.  During the term of this Agreement,
     each Party agrees to disclose  this  Information  to the other Party as the
     Party  deems  necessary  in its sole  discretion  for the sole  purpose  of
     performance  under  this  Agreement.  The  Parties  agree to  utilize  such
     Information only for the purposes  described herein,  and to otherwise hold
     such Information  confidential  pursuant to the terms of this Agreement and
     subject to the following conditions:

     4.2.1     To hold all  Information  in trust  and  confidence  and agree it
               shall be used only for the contemplated  purpose and shall not be
               used for any other purpose or disclosed to any other third party.

     4.2.2     The  obligations of  non-disclosure  and non-use shall be for two
               (2) years from the date of disclosure of the Information.

     4.2.3     It is understood the foregoing obligations of confidentiality and
               non-use shall not apply to any  Information  known by the Parties
               prior to disclosure under this Agreement,  generally known to the
               public as may be required by law to be disclosed or become public
               knowledge  through no fault of the  Parties,  or disclosed to the
               Parties  by a third  party  having  a legal  right  to make  such
               disclosure.

4.3  Non-Competition  Agreement.  As a condition to entering into this Agreement
     Chong & Tan will execute  Agreements,  which state that,  they agree not to
     compete  with  Singapore  Co. or Online  in any of the  marketplaces  which
     Singapore  Co. and Online  conduct  business  for a period of two (2) years
     following the  termination  of their  involvement  with  Singapore Co. This
     includes any type of solicitation of Online's current employees, use of any
     customer lists, vendors, or current clients.

4.4  Conduct. During the term of this Agreement, no Party shall:

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     4.4.1     Do any  other  act or deed  with the  intention  of  harming  the
               business operations of the other Party.

     4.4.2     Do any act  contrary  to this  Agreement,  except  with the prior
               express written approval of the other Party.

     4.4.3     Do any act that would make it impossible to carry on the intended
               purpose of this Agreement.

                                    Article 5.

                             Right of First Refusal
                             ----------------------
5.1  Transfers/Sales.  Any  transfer  or  sale  of  the  ownership  interest  in
     Singapore Co. by the Joint Venturers to a third party shall be regulated as
     follows:

     5.1.1     The Parties to this Agreement  agree that any binding  instrument
               with a third  party for the sale or  transfer of all or part of a
               Joint  Venturer's  ownership  interest in Singapore  Co. shall be
               subject to a Right of First Refusal of the other Joint  Venturer.
               Such  Right  of First  Refusal  shall  entitle  the  other  Joint
               Venturer to acquire  the  offered  shares at the price and on the
               terms and conditions no less  favorable  than those  contained in
               such  instrument by serving  written  notice to the selling Party
               within  thirty  (30)  days  after  receipt  of the  copy  of such
               instrument, which may be sent by facsimile.

     5.1.2     Absent exercise of such Right of First Refusal by the other Party
               to this  Agreement,  the third party  transaction  may proceed to
               closing  without  amendment of any price or other  material  term
               immediately  following  expiration  of the thirty (30) day notice
               period.

     5.1.3     Co-sale.  Should Online be the selling Party,  it agrees to offer
               the sale of the shares  together  with  those of Chong & Tan,  if
               Chong & Tan so indicated  in writing to Online of their wish,  to
               the third party.


                                   Article 6.

                   Termination or Winding up of Joint Venture
                   -------------------------------------------

6.1  Termination.  This  Joint  Venture  shall  commence  on  execution  of this
     Agreement and shall continue until the first of any of the following events
     occur:

     6.1.1     A review  of the  Singapore  Co.  operation  will be held six (6)
               months after the  beginning of  operations,  and at six (6) month
               increments  following to review its viability.  It will be at the
               sole  discretion  of Online to decide at this review if the Joint
               Venture is financially  viable and/or  profitable.  Should Online
               decide the Joint  Venture  not to be  financially  viable  and/or
               profitable they may terminate the Joint Venture at this point.

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<PAGE>
     6.1.2     Termination on Occurrence of Stated  Events:  This Agreement will
               terminate automatically on the occurrence of any of the following
               events:

          6.1.2.1   A two thirds (2/3) vote of the Singapore Co. Board.

          6.1.2.2   Any  voluntary  or  involuntary  assignment  or  transfer by
                    either Party hereto,  without the consent of the other Party
                    hereto, of its interest in this Joint Venture;

          6.1.2.3   A material change in either Party's ability to perform under
                    this Agreement for a period of Forty-Five  (45)  consecutive
                    days, however if this inability to perform is due to medical
                    reasons then Ninety (90) consecutive days.

          6.1.2.4   Dissolution,  termination of existence, insolvency, business
                    failure,  appointment  of a  receiver,  assignment  for  the
                    benefit of creditors,  or the commencement of any proceeding
                    under any  bankruptcy or insolvency law by or against either
                    Party to this Agreement.

     6.1.3     Termination for Default: If any Party defaults in the performance
               of this Agreement or materially  breaches any of its  provisions,
               the  non-breaching  Party may terminate  this Agreement by giving
               written  notification  to the  breaching  Party.  Said  notice of
               termination  shall be effective  immediately on receipt of notice
               by the breaching  Party,  one (1) day after sending the notice by
               facsimile, or Five (5) days after sending the notice by U.S. mail
               in accordance with this Agreement,  whichever  occurs first.  The
               Party in default  shall have Thirty (30) days after the notice of
               termination  is effective to cure the default.  If the default is
               not cured  within  said Thirty (30) days,  this  Agreement  shall
               automatically  terminate.  For the  purposes  of this  paragraph,
               material  breach of this Agreement  includes,  but is not limited
               to, the following:

          6.1.3.1   Any  Party's  material  breach  of  any   representation  or
                    agreement contained in this Agreement.

          6.1.3.2   Any  voluntary  or  involuntary  assignment  or  transfer by
                    either Party hereto,  without the consent of the other Party
                    hereto, of its interest in this Joint Venture.

     6.1.4     Mutual Termination.  The Parties may, at any time, mutually agree
               to terminate this Agreement.


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<PAGE>
6.2  Winding Up. Upon termination,  the activities of the Joint Venture shall be
     wound up as quickly as  reasonably  possible,  all debts,  liabilities  and
     obligations  shall  be  promptly  paid,  and  any  excess  funds  shall  be
     proratably  distributed to the Joint Venturers.  Online agrees to indemnify
     Chong & Tan against any and all debts,  liabilities,  obligations and legal
     actions  against  Singapore Co.  should the  occurrence of one of the above
     stated events of termination occur due not to any fault of Chong & Tan.


                                   Article 7.

                               General Provisions
                               ------------------

7.1  Joint  Venturers Not Agents.  This  Agreement does not constitute any Joint
     Venturer as the agent or legal  representative  of the other Joint Venturer
     for any  purpose  whatsoever.  No Joint  Venturer is granted any express or
     implied  right or  authority  by any other  Joint  Venturer to assume or to
     create any  obligation or  responsibility  on behalf of, or in the name of,
     the other Joint Venturer, or to bind the other Joint Venturer in any manner
     or thing whatsoever.

7.2  Notice of Claims. If during the term of this Agreement,  any Joint Venturer
     shall have  reason to believe  there may be a claim  against  itself or the
     other  Joint  Venturer  in respect of any  transaction  growing out of this
     Agreement,  it shall  notify the other  Joint  Venturer  in writing  within
     thirty  (30) days after it knows,  or has reason to know,  the basis of any
     such claim.

     Failure to give the notice  prescribed  above shall relieve the other Joint
     Venturer  from  any  and all  liability  on any  claim  in  respect  to any
     transaction growing out of this Agreement.

     The  provisions of this section shall survive the  termination of any other
     provisions of this Agreement.

7.3  Law. This Agreement  shall be governed by and construed in accordance  with
     the  laws  of the  State  of  Utah  without  regard  to  conflict  of  laws
     provisions.

7.4  Attorneys'  Fees. If this Agreement  gives rise to a lawsuit or other legal
     proceeding between any of the Parties hereto, the prevailing Party shall be
     entitled to recover court costs, necessary disbursements (including without
     limitation  expert  witnesses'  fees) and  reasonable  attorneys'  fees, in
     addition to any other  relief such Party may be  entitled.  This  provision
     shall be construed as applicable to the entire contract.

7.5  Injunctive Relief.  Joint Venturers hereby agree the subject matter of this
     Agreement is unique, unusual and extraordinary in nature such that it has a
     peculiar  value,  the loss of which  cannot  be  reasonably  or  adequately
     compensated in damages in an action at Law. Each Joint Venturer, therefore,
     expressly  agrees that the other Joint  Venturer,  in addition to any other
     rights or remedies  which the other Joint  Venturer may  possess,  shall be
     entitled to injunctive  and other  equitable  relief to prevent or remedy a
     breach of this Agreement by a Joint Venturer.

                                       11
<PAGE>
7.6  Binding on Heirs. This Agreement shall be binding on and shall inure to the
     benefit of the heirs, executors, administrators, successors, and assigns of
     the Joint Venturers.

7.7  Jurisdiction/Venue.  If any  dispute  arises out of this  Agreement,  it is
     agreed that  jurisdiction  and venue shall lie  exclusively  in a competent
     court in the County of Salt Lake, Utah, U.S.A.

7.8  Entire Agreement/Modification.  This Agreement supersedes any and all other
     agreements,  either  oral or in writing,  between  the Parties  hereto with
     respect to the subject matter hereof, and no other agreement, statement, or
     promise  relating  to the  subject  matter of this  Agreement  which is not
     contained  herein  shall be  valid or  binding.  Any  modification  of this
     Agreement will be effective only if it is in writing.

7.9  Assignment.  No Joint  Venturer shall have the right to assign any right or
     interest arising under this Agreement  without the prior written consent of
     the other Joint Venturer.

7.10 Severability.  If any  provision  in this  Agreement  is held by a court of
     competent jurisdiction to be invalid, void, or unenforceable, the remaining
     provisions shall nevertheless continue in full force without being impaired
     or invalidated in any way.

7.11 Waiver.  The  waiver by any  Party of any  breach  of a  provision  of this
     Agreement by the other Party shall not constitute a continuing  waiver or a
     waiver of any subsequent breach of the same or of a different  provision of
     this  Agreement.   Except  as  otherwise   specifically  provided  in  this
     Agreement,  nothing contained herein shall be deemed to restrict or prevent
     any Party from exercising  legal or equitable rights or from pursuing legal
     or equitable remedies in connection herewith.

7.12 Notices and  Requests.  Except as otherwise  provided  herein,  any notice,
     demand,  or request required or permitted to be given hereunder shall be in
     writing and shall be deemed  effective  Seventy-Two (72) hours after having
     been sent via  facsimile  to the  addressee  at the office set forth in the
     first paragraph of this Agreement.

7.13 Section  Headings.  The headings of the  paragraphs of this  Agreement have
     been set forth for  convenience  only and are not intended to influence the
     interpretation of this Agreement.

7.14 Construction.  Each Party cooperated in the drafting of this Agreement.  If
     any construction is to be made of any provision of this Agreement, it shall
     not be  construed  against  either  Party on the ground  such Party was the
     drafter of the Agreement or any particular provision.

7.15 Time is Of The Essence.  Time is of the essence in this Agreement.

                                       12
<PAGE>
7.16 Entity  Authorization.  Each  signatory of this  Agreement  represents  and
     warrants  that  this  Agreement  and the  undersigned's  execution  of this
     Agreement has been duly authorized and approved by the corporation's  Board
     of  Directors,  if  necessary,  or the  governing  board of the entity,  if
     necessary.  The undersigned  officers and  representatives  of the entities
     executing  this  Agreement on behalf of the entities  represent and warrant
     they  possess full  authority  to execute  this  Agreement on behalf of the
     entities.

7.17 Execution By Facsimile.  This  Agreement may be executed by the Parties and
     transmitted by facsimile. A facsimile signature of a Party shall be binding
     as an  original.  If a Party sends a copy of the  Agreement or part thereof
     with that Party's  signature by facsimile,  that Party shall  promptly send
     the original by first class mail.

                               Facsimile Numbers:

                               Online: 1-801-229-2896

                               Chong: 65-356-1452

                               Tan: 65-259-7869


             The Remainder of this Page was Intentionally Left Blank


                                       13
<PAGE>
     IN WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of
the date first written above.



ONLINE INVESTORS ADVANTAGE, INC.

/S/ Ross W. Jardine
---------------------------------
By:  Ross W. Jardine
Its: Co-CEO

/S/ D. Scott Elder
---------------------------------
By:  D. Scott Elder
Its: Co-CEO



CHONG & TAN

/S/ Hon Leong Chong
---------------------------------
By:  Hon Leong Chong


/S/ Eric Lip Meng Tan
---------------------------------
By:  Eric Lip Meng Tan

                                       14
<PAGE>
                                  Exhibit 3.9.1

                      Authorized signatories for Account A
                      ------------------------------------

Any two signatories required but at least One (1) signatory must be from Group 1
and One (1) signatory from Group 2

Group 1                                     Group 2
-------                                     -------

Mr. Ross Jardine                            Mr. Hon Leong Chong
Mr. Scott Elder                             Mr. Eric Lip Meng Tan
Mr. Dave McCoy
Mr. Scott Harris


<PAGE>
                                  Exhibit 3.9.2

                      Authorized signatories for Account B
                      ------------------------------------

Mr. Ross Jardine
Mr. Scott Elder
Mr. Dave McCoy
Mr. Scott Harris
Mr. Hon Leong Chong
Mr. Eric Lip Meng Tan