Exhibit 10.51
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                            SHARE PURCHASE AGREEMENT

     THIS SHARE PURCHASE  AGREEMENT (the  "Agreement")  is effective as of April
27, 2001, is by and between  ZiaSun  Technologies,  Inc., a Nevada  corporation,
hereinafter  referred to as  "ZiaSun",  and Momentum  Media Ltd., a  corporation
organized and existing under the laws of the British Virgin Islands, hereinafter
referred to as  "Purchaser."  This  Agreement  shall become  effective only when
executed by all parties hereto.

                                    RECITALS


     A.  Whereas,  ZiaSun is the owner and holder of  999,995  shares of capital
stock of Momentum  Asia,  Inc., a corporation  organized and existing  under the
laws of the Republic of the Philippines, hereinafter referred to as "MAI."

     B. Whereas,  ZiaSun  acquired MAI on October 7, 1999, in a  stock-for-stock
exchange with  Purchaser,  wherein ZiaSun issued a total of 2,000,000  pre-split
restricted shares of ZiaSun and ZiaSun received 999,995 shares of MAI, whereupon
MAI became a wholly-owned subsidiary of ZiaSun.

     C. Whereas,  ZiaSun  desires to sell to Purchaser and Purchaser  desires to
purchase  from ZiaSun all of ZiaSun's  shares of MAI common stock  consisting of
999,995  shares of capital  stock,  in  consideration  for two hundred  thousand
(200,000) restricted shares of Common Stock of ZiaSun owned by Purchaser.

     D. Whereas,  in addition,  and as a condition to the Closing of the sale of
MAI to Purchaser,  MAI shall, prior to the Closing assign,  transfer and deliver
to ZiaSun 130,000 restricted shares of Common Stock of ZiaSun currently owned by
MAI and represented by certificate no. 3602.

     E.  Whereas,  as a further a condition to the Closing of the sale of MAI to
Purchaser,  ZiaSun shall pay to MAI, the sum of $50,000 as full  satisfaction of
all  obligations  of ZiaSun to MAI,  and MAI will forgive the balance of any and
all obligations of ZiaSun from inter-company  loans and transfers made by MAI to
ZiaSun and will execute a General  Release of any and all claims which MAI might
have against ZiaSun, known or unknown and regardless of their nature or basis.

                                    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:


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                                   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 "MAI" shall mean  Momentum  Asia,  Inc., a  corporation  organized  and
existing  under the laws of the  Republic  of the  Philippines,  a wholly  owned
subsidiary of ZiaSun.

     1.4  "Purchaser"  shall mean Momentum  Media Ltd., a British  Virgin Island
corporation.

     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 May 15, 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 "MAI Shares"  shall mean 999,995  shares of capital  stock of MAI to be
sold to and acquired by Purchaser from the ZiaSun hereunder.

     1.9 "Purchase Price" shall mean two hundred thousand  (200,000)  restricted
shares of common  stock of  ZiaSun,  and such other  consideration  as set forth
below.

                                   ARTICLE 2.

                               PURCHASE AND SALE.

     2.1 ZiaSun  agrees to sell to Purchaser,  and Purchaser  agrees to buy from
ZiaSun,  all issued and outstanding  common stock of MAI, 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 all issued and outstanding common stock of MAI shall be two hundred thousand
(200,000)  restricted  shares  of Common  Stock of  ZiaSun,  free of any  liens,
pledges or encumbrances of any kind.

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

          3.2.1 Assign,  transfer,  convey and deliver to ZiaSun, free and clear
     of any liens,  pledges and  encumbrances  of any kind,  130,000  restricted
     shares of Common  Stock of ZiaSun  owned by MAI and  represented  by ZiaSun
     certificate no. 3602,  along with an Irrevocable  Stock Power duly executed
     by MAI in favor of  ZiaSun,  which  shares  MAI  authorizes  and  instructs
     ZiaSun's transfer agent to cancel at the request of ZiaSun;

          3.2.2 Forgive any and  obligations of ZiaSun to MAI, in  consideration
     of the payment by ZiaSun of the sum of $50,000 to MAI,  the amount of which
     ZiaSun shall deliver to MAI upon Closing,  and MAI to and execute a General
     Release of all Claims in favor of ZiaSun.

                                   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.  MAI is duly  organized  and
     existing  in  good  standing   under  the  laws  of  the  Republic  of  the
     Philippines.  MAI  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.  MAI has the corporate power to own
     its  properties  and to carry on its business as now  conducted and as they
     are proposed to be conducted;

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

          4.1.3 Enforceability.  The execution and delivery of this Agreement by
     ZiaSun and the  execution  and  delivery by ZiaSun and MAI of each  related
     agreement  to  which  it  is  a  party,  will  result  in  legally  binding
     obligations  of  ZiaSun,  enforceable  against  each of  ZiaSun  and MAI 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;

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          4.1.4  Governmental  Approvals.  Except as set forth in Exhibit  4.1.4
     hereto, the execution, delivery and performance by ZiaSun of this Agreement
     and the execution and delivery by ZiaSun and MAI of each related  agreement
     to which it 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 MAI consists
     solely of  4,000,000  shares of capital  stock,  P$1.00 Par Value per share
     (the "MAI  Common  Stock"),  of which one  million  (1,000,000)  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 MAI, or any
     securities convertible into exchangeable for its capital stock.

     4.3  Reports  and  Financial  Statements.  Purchaser  has  heretofore  been
furnished  with complete and correct  copies of the  un-audited  balance  sheet,
statements of operations  and cash flows of MAI, as of December 31, 2000, a copy
of which is attached  hereto as Exhibit  4.3.  Purchaser  accepts the  financial
statements of MAI "As-Is" and accepts any adjustments that may result thereto.

     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,  MAI owns all of
its assets shown on the MAI Financial Statements free and clear of all liens and
encumbrances  and enjoys peaceful and undisturbed  possession of all leased real
property on which the facilities are currently situated, and all such leases are
valid and in full force and effect.

     4.5 Related Agreements.  To the best of ZiaSun's  knowledge,  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  MAI is a party.  MAI 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 MAI 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 MAI No
judgment,  decree  or  order  of any  court,  board  or  other  governmental  or
administrative  agency or arbitrator has been issued against or binds MAI or its
assets.

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     4.7 Tax Returns. To the best of ZiaSun's knowledge,  except as set forth on
Exhibit  4.7,  hereto,  MAI 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,  MAI  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  appearing on the balance sheets
referred to in paragraph 4.3, have not been established.  Purchaser acknowledges
that  Purchaser  has been made aware that there  exists a  potential  income tax
liability  for the  fiscal  years  1998 of  approximately  $20,000  and  1999 of
approximately  $30,000.  Purchaser  accepts  said tax  liability as part of MAI,
along any penalties and adjustments that may result thereto.

     4.8 Liabilities, Indebtedness and Liens. To the best of ZiaSun's knowledge,
based on representations and advice from MAI, MAI has certain liabilities, liens
and trade payables due and owing which will be approximately $364,452.04,  as of
March 31,  2001,  as set  forth on  Exhibit  4.8,  hereto.  Additionally,  MAI's
semi-monthly  payroll  expense  is  approximately  $6,400.  MAI also  has  other
reoccurring operating costs and expenses.

     4.9  Governmental  Regulations.  MAI  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; MAI 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 or MAI in this  Agreement,  any  related
agreement or any agreement,  certificate,  statement or document furnished by or
on behalf of ZiaSun or MAI in  connection  herewith or  therewith  contains  any
untrue statement of material fact or omits to state a material fact necessary in
order  to make the  statements  contained  herein  or  therein,  in light of the
circumstances in which they were made, not misleading.

     4.11 AS-IS"  Sale.  ZiaSun  makes no  representation  or  warranty,  either
expressed or implied,  with respect to the  business,  assets,  liabilities  and
obligations of MAI, and Purchaser accepts MAI "AS-IS",  in its present condition
and  status  of  operations,  subject  to any and all  claims,  liabilities  and
obligations, if any, that may result thereto.

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                                   ARTICLE 5.

                   REPRESENTATIONS AND WARRANTIES BY 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 it 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 the  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 it is a party,  will
     result in legally binding obligations of the Purchaser  enforceable against
     it 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.  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.

          5.1.5 Solvency.  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 his probable  liabilities on
     his  existing  debts as they become  absolute and matured and has access to
     adequate capital for the conduct of his business and the ability to pay his
     debts from time to time  incurred  in  connection  therewith  as such debts
     mature.

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          5.1.6  Title  to  Assets;   Leases.   Purchaser  enjoys  peaceful  and
     undisturbed possession to all of Purchaser's assets.

          5.1.7  Defaults.  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.   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.  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
     is  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.  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 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.  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.

          5.1.12 Disclosure.  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.

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

          5.1.14  Acceptance  of MAI  Liabilities  and "AS-IS"  Sale.  Purchaser
     acknowledges  that Purchaser is aware of the  liabilities and of MAI as set
     forth in Section  4.8 above,  and Exhibit  4.8,  hereto.  Purchaser  hereby
     accepts full responsibility for any and all liabilities, liens and debts of
     MAI.   Purchaser   acknowledges   and  understands  that  ZiaSun  makes  no
     representation  or warranty,  either expressed or implied,  with respect to
     the business,  assets,  liabilities  and  obligations of MAI, and Purchaser
     accepts MAI "AS-IS",  in its present  condition  and status of  operations,
     subject to any and all claims,  liabilities and obligations now existing or
     which may arise in the future.  In this  respect,  Purchaser  confirms that
     Purchaser is relying solely upon  Purchaser's  investigation  and review of
     the present condition of MAI.

                                   ARTICLE 6.

                                    CLOSING.

     6.1 The closing of this transaction  shall be held at the offices of ZiaSun
Technologies,  Inc.,  located at 462 Stevens  Avenue,  Suite 106,  Solana Beach,
California  92075, on or before May 15, 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  Momentum  Media,  one or more  certificate(s)  representing
     999,995 shares of capital stock of MAI, issued in the name of Purchaser;

          6.2.2 To Momentum  Media,  all minute  books and stock record books of
     MAI;

          6.2.3  To  Momentum  Media,  certified  resolutions  of the  Board  of
     Directors of MAI authorizing the transactions contemplated hereby; and

          6.2.4 To Momentum  Media,  all other  instruments  and  agreements not
     herein  specifically  provided  for but which are  reasonably  necessary or
     desirable to effectuate the closing hereunder.

          6.2.5 To MAI, the sum the sum of $50,000 as full  satisfaction  of all
     obligations and loans payable by ZiaSun to MAI.

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

          6.3.1 The original  ZiaSun stock  certificate  no. 3602,  representing
     130,000 restricted shares of Common Stock of ZiaSun held by MAI, along with
     a duly executed  Irrevocable  Stock Power in favor of ZiaSun  Technologies,
     Inc., which shares MAI authorizes and instructs  ZiaSun's transfer agent to
     cancel at the request of ZiaSun;

          6.3.2 A duly executed General Release of all Claims in favor of ZiaSun
     under which MAI releases ZiaSun of any and all obligations and claims, both
     known and unknown, if any, whatsoever.

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

     6.4 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 A  certificate  representing  200,000  restricted  shares of the
     Common  Stock  of  ZiaSun  Technologies,  Inc.,  registered  in the name of
     ZiaSun, free of any liens, pledges or encumbrances of any kind.

          6.4.2 A duly  executed  Resolution  of the Board of Directors or other
     governing body of Purchaser, authorizing the execution and delivery of this
     Agreement and the 200,000 shares of common stock of ZiaSun to ZiaSun.

          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.

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          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 MAI and 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.

          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  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 MAI and the 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 MAI,  shall have been  performed or
     complied  with (or waived  with  ZiaSun's  prior  written  consent)  in all
     material respects.

                                       10
<PAGE>
          8.1.2 Related Conditions Satisfied.  All conditions to purchase as set
     forth in Article 5, have been  satisfied as of the Closing Date,  except to
     the extent to be fulfilled by MAI.

          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 MAI.  MAI shall  have  delivered  to ZiaSun  all
     consideration,  certificates  and  documents  to be  delivered  pursuant to
     Section 6.3 above.

          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.  Purchaser  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 this Agreement.
Purchaser  covenants  and agrees to take all action  reasonably  required on its
part to satisfy such conditions.

                                       11
<PAGE>
                                   ARTICLE 9.

                        INDEMNIFICATION AND HOLD HARMLESS

     9.1  Indemnification  of ZiaSun by  Purchaser.  Purchaser  hereby agrees to
indemnify,  defend and hold ZiaSun harmless  against and with respect to 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 MAI, or of Purchaser, their respective officers, directors,
agents,  representatives,  and employees  from any claim  whatsoever,  including
without  limitation any and all  liabilities of MAI set forth in Section 4.8 and
Exhibit 4.8, hereto, now existing or occurring in the future.

     9.2  Indemnification  of MAI  by  Purchaser.  Purchaser  hereby  agrees  to
indemnify,  defend  and  hold MAI and its  officers,  directors  and  attorneys,
harmless against and with respect to any and all claims, demands, losses, costs,
expenses,  obligations,   liabilities,  damages,  recoveries  and  deficiencies,
including  interest,  penalties and reasonable  attorney  fees,  that they shall
incur or suffer,  which arise out of,  result or relate to any act of Purchaser,
their respective officers,  directors,  agents,  representatives,  and employees
from any claim  whatsoever,  including  the failure of the  Purchaser to pay and
satisfy any and all liabilities of MAI set forth in Section 4.8 and Exhibit 4.8,
hereto, now existing or occurring in the future.

     9.3 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) day 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
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

                                       12
<PAGE>
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.

     9.4 The obligations under Article 9 shall survive the Closing hereunder and
Termination  of  this  Agreement.  ZiaSun  and MAI  shall  promptly  notify  the
responsible party (i.e. the Purchaser) 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 the Purchaser fails to defend the
same,  ZiaSun or MAI, as the case may be,  shall have the right to contract  and
defend the same, and in any event  Purchaser,  ZiaSun and MAI 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  Purchaser.  If the claim is one that  cannot  by its  nature be
defended  solely by  Purchaser,  then  ZiaSun or MAI shall  make  available  all
information and assistance that Purchaser may reasonably request.

                                   ARTICLE 10.

                              ACCESS TO INFORMATION

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

                                       13
<PAGE>
                                   ARTICLE 11.

                   OPERATION OF THE BUSINESS PENDING CLOSING.

     11.1  Except  as  otherwise  provided  herein,  between  the  date  of this
Agreement and the Closing Date,  ZiaSun and MAI shall operate the  businesses of
MAI in such a manner as to keep  intact the  business  organization  of MAI 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, MAI, 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  MAI  or  ZiaSun  in the
     performance of any covenant, agreement,  representation,  warranty, duty or
     obligation  hereunder,  and  provided  that no such  termination  shall  be
     effective if, prior to Closing,  the  breaching  party shall have fully and
     completely corrected and cured the grounds for the termination as set forth
     in said notice of termination.

          14.1.2  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
<PAGE>
     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,  MAI 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:
                  ---------------------------------
                  Momentum Media Ltd.
                  c/o Paula Mayers
                  P.O. Box 339
                  9121 Atlanta Avenue
                  Huntington Beach, CA 92646

                  If to MAI, addressed to:
                  -----------------------
                  Mr. Eric Montandon
                  Momentum Asia, Inc.
                  c/o Alfredo Alex S. Cruz III, Esq.
                  405 One Magnificent Mile
                  San Miguel Avenue
                  1605 Ortigas Centre
                  Pasig City
                  Philippines

                                       15
<PAGE>
                  If to the ZiaSun, addressed to:
                  ------------------------------
                  Mr. Allen D. Hardman
                  President and COO
                  ZiaSun Technologies, Inc.
                  462 Stevens Avenue
                  Suite 106
                  Solana beach, CA 92075

     15.4 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.

     15.5 Exhibits. All Exhibits referred to in this Agreement shall be attached
hereto and are hereby incorporated herein.

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

     15.7  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.

     15.8 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.

     15.9  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.

     15.10 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.

     15.11 Governing Law;  Choice of Forum.  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.  All  parties  hereto (i)  consents  to
submit itself to the personal  jurisdiction  of any federal court located in the
State of  California  or any  California  state  court in the event any  dispute
arises out of this  Agreement or any of the  transactions  contemplated  by this
Agreement,  (ii)  agrees  that  Venue for any such  dispute  arises  out of this
Agreement or any of the transactions contemplated by this Agreement shall be any
federal court located in the State of California or any California  state court,
(iii)  agrees  that  they  will not  attempt  to deny or  defeat  such  personal
jurisdiction  by motion or other  request for leave from any such court and (iv)
agrees that it will not bring any action  relating to this  Agreement  or any of
the  transactions  contemplated  by this  Agreement  in any court  other  than a
federal court sitting in the State of California or a California state court.

                                       16
<PAGE>
     15.12 Legal Action 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:  May 2, 2001                          /S/ D. Scott Elder
                                             ----------------------------------
                                             By:  D. Scott Elder
                                             Its:  Chief Executive Officer


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


                                             MOMENTUM MEDIA, LTD.


Dated: May 8, 2001                           /S/ Paula Mayers
                                             ----------------------------------
                                             By: Paula Mayers
                                             Title: Director


                                             MOMENTUM ASIA, INC.



Dated: April 27, 2001                        /S/ Eric Montandon
                                             ----------------------------------
                                             By:  Eric Montandon
                                             Its:  President and Sole Director


                                       17
<PAGE>
                                  EXHIBIT 4.1.4

                          REQUIRED GOVERNMENT APPROVALS
                                       OF
                               MOMENTUM ASIA INC.

1.   Philippines  Bureau  of  Internal  Revenue -  Certificate  /  clearance  to
     transfer shares of MAI from ZiaSun to Momentum Media (issued only after BIR
     is satisfied that appropriate  documentary stamp tax and capital gains tax,
     if any, have been paid).

2.   Subic Bay  Metropolitan  Authority - Prior written  consent in the event of
     change of control pursuant to Section 4., Article V of the Lease Agreement.



<PAGE>
                                   EXHIBIT 4.3

                                DECEMBER 31, 2000

                         UNAUDITED FINANCIAL STATEMENTS
                                       OF
                               MOMENTUM ASIA INC.


                                [to be provided]


<PAGE>
                                   EXHIBIT 4.4

                    EXCEPTIONS TO TITLE TO ASSETS AND LEASES
                                       OF
                               MOMENTUM ASIA INC.


     None,  with the  exception  that MAI is late in the payment of rent for the
month of March. Also see, Exhibit 4.8 for other liabilities.


<PAGE>
                                   EXHIBIT 4.6

                    LITIGATION AND PENDING OR THREATEN CLAIMS
                                       OF
                               MOMENTUM ASIA INC.

     The following  creditors of MAI have threatened to commence legal action to
collect the amounts due and owing to them:

         Digitel Telecommunications;
         DHL;
         Clark Telecom;
         Eastern Telecom; and
         World Mail



<PAGE>
                                   EXHIBIT 4.7

           EXCEPTIONS TO TAX RETURNS AND REPORTS REQUIRED TO BE FILED
                                       BY
                               MOMENTUM ASIA INC.

     Momentum  Asia,  Inc.,  anticipates  having an income tax liability for the
fiscal  years 1998 and 1999,  the amount of  approximately  $20,000 and $30,000,
respectively,  which  Purchaser  has been  made  aware of and  Purchaser  hereby
accepts as part of Momentum Asia, Inc.


<PAGE>
                                   EXHIBIT 4.8

                       LIABILITIES, INDEBTEDNESS AND LIENS
                                       OF
                               MOMENTUM ASIA INC.

     Purchaser  acknowledges  and accepts  full  responsibility  for any and all
liabilities,  indebtedness,  liens and  obligations of MAI,  including,  but not
limited to the following vendor balances estimated as of March 31, 2001:

VENDOR                                                 $ AMOUNT
================================================================================
A & P                                                  $  4,752.48
Agua Vida                                              $     91.00
Angoles Electric-Power                                 $  1,117.30
Atty Alex Cruz                                         $  3,000.00
B. Lasergraphics                                       $    675.50
Bocobo, Cruz & Associates                              $    180.00
Clark Telecom                                          $  9,892.96
Clark Vivandl Water                                    $     89.79
Dello P. Villanueva                                    $    843.74
Deipa Specialties, Inc.                                $    856.38
DHL ( C )                                              $ 51,451.67
Digital Telecommunications                             $ 36,628.68
Eastern Telecom                                        $109,285.93
Globe Telecom                                          $  2,738.38
Graph O Tech(Phila.) Inc.                              $    423.50
Intergrafics Print & Pack                              $    160.00
Jhad Security                                          $  2,730.68
Makati Microshop                                       $    497.70
Media Channel                                          $ 36,243.80
NAPPOO                                                 $  2,080.60
Nextel                                                 $     99.55
Ocean Shirts, Inc.                                     $  3,224.51
PhilExcel Industrial Park                              $ 17,930.74
Power Mac Center                                       $    166.50
R.E.J. Accurate Lithographic                           $    405.00
Raynier Mktg.                                          $     77.60
Rock Bottom                                            $  1,298.74
Savers Office Automation                               $    249.70
Star Paper                                             $    376.69
Suble Telecom                                          $  3,074.33
WorldMall                                              $ 73,706.19
Yunitrade Trading                                      $    102.40
================================================================================
TOTAL                                                  $364,452.04


<PAGE>
                                  EXHIBIT 5.1.3

                          REQUIRED GOVERNMENT APPROVALS
                                       OF
                               MOMENTUM MEDIA LTD.

                                      None.