REGISTRATION RIGHTS AGREEMENT

Issuer:  ZiaSun Technologies, Inc. (the "Company" or "ZiaSun")
Address: 462 Stevens Avenue, Suite 106
         Solana Beach, CA 92075

Date:    January 14, 2000

This  Registration  Rights Agreement (the "Agreement") is entered into as of the
above date by and between Continental  Capital & Equity  Corporation,  a Florida
Corporation,  hereinafter  referred  to as "CCEC",  whose  address is 195 Wekiva
Springs Road, Suite 200, Longwood, FL 32779 and the above Company, whose address
is set forth above.

                                    RECITALS

     A. Whereas, concurrently with the execution of this Agreement, CCEC and the
Company have executed a Client  Services  Agreement (the "CSA") under which CCEC
has acquired  Warrants (the "Warrants")  pursuant to which CCEC has the right to
acquire  from the Company the 200,000  shares of common stock (as defined in the
Warrant), with pricing per share calculated as set forth in the CSA.

     B. Whereas, by this Agreement, CCEC and the Company desire to set forth the
registration rights of the shares issuable upon exercise of the Warrants, all as
provided herein.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
conditions hereinafter set forth, the parties hereto mutually agree as follows:

     1. Registration Rights. The Company covenants and agrees as follows:

     1.1 Definitions. For purposes of this Section 1:

          1.1.1 The term "register," "registered," and "registration" refer to a
     registration  effected by preparing and filing a registration  statement or
     similar  document in compliance with the Securities Act of 1933, as amended
     (the "Securities Act"), and the declaration or ordering of effectiveness of
     such registration statement or document;

          1.1.2 The term "Registrable Securities" means (i) the Shares of Common
     Stock of the Company  issuable or issued upon exercise of the Warrants,  or
     conversion  of said  Warrants;  and (ii) any  Common  Stock of the  Company
     issued (or issuable upon the  conversion or exercise of any Warrant,  right
     or other security which is issued) as a dividend or other distribution with
     respect to, or in exchange for or in replacement  of, any stock referred to
     in this subsection 1.1.1(i).

                                       1
<PAGE>
          1.1.3 The term "SEC" means the Securities and Exchange Commission.

     1.2 Company Registration.

          1.2.1 Piggyback Registration. If at any time or from time to time, the
     Company  shall  determine  to register any of its  securities,  for its own
     account  or  the  account  of  any  of  its  shareholders,   other  than  a
     registration  on S-8 relating  solely to employee  stock option or purchase
     plans,  or a  registration  on Form S-4 relating  solely to an SEC Rule 145
     transaction,  or any  successor  to such  forms,  which  does  not  include
     substantially the same information as would be required to be included in a
     registration  statement  covering the sale of Registrable  Securities,  the
     Company will:

               (i) promptly  give to CCEC written  notice  thereof  (which shall
          include a list of the  jurisdictions  in which the Company  intends to
          attempt to qualify such  securities  under the applicable  blue sky or
          other state securities laws); and

               (ii) include in such registration  (and  compliance),  and in any
          underwriting   involved  therein,   all  the  Registrable   Securities
          specified in a written request or requests,  made within 20 days after
          receipt of such written  notice from the Company,  by CCEC,  except as
          set forth in subsection 1.3 below.

     Notwithstanding  the above,  if the Company  shall  determine to complete a
registration  on Form S-4 relating solely to an SEC Rule 145  transaction,  or a
successor  form,  and the  Company in its sole  discretion  determines  that the
concurrent  registration of the Registrable  Securities will not material effect
or delay the registration of the underlying  transaction which is the subject of
the Form  S-4  registration,  then  the  Company  will  include  in the Form S-4
registration statement the registration of the Registrable Securities.

          1.2.2  Demand  Registration.  Subject to the  underwriting  provisions
     contained in this  document,  if at any time or from time to time following
     the  exercise of Round 1 of Warrants as set forth in section  1.3(a) of the
     Warrant,  CCEC  provides the Company with a written  demand (the  "Demand")
     that the Company effect a registration  under the Act of all or any part of
     Registrable  Securities,  then the Company shall use very reasonable effort
     to effect such registration (a "Demand Registration") as to all Registrable
     Securities  included in the Demand received by the Company.  Subject to (i)
     the  provisions  of Section  1.3 hereof and (ii) the  absolute  priority of
     CCEC, the Company may include in any Demand Registration,  other securities
     of the  Company  whether  being sold for the  accounts of others or for the
     account of the Company.

          1.2.3 Limitations on Demand  Registrations.  The rights of the CCEC to
     effect a Demand Registration shall be limited as follows:

               (i)  The  Company   shall  not  be  required  to  effect   Demand
          Registrations  unless  the  Company  qualifies  to use Form S-3 or any
          similar  short form  registration.  ZiaSun shall use every  reasonable
          effort to qualify for  registration on Form S-3 or its successor form;
          and,

                                       2
<PAGE>
               (ii)  ZiaSun  shall  not be  required  to  effect a  registration
          pursuant to this  subsection  within 90 days of the effective  date of
          any  other  registration  statement;  and,  the  Company  shall not be
          obligated to effect a registration, qualification, or compliance under
          this Article III during the period  starting  sixty (60) days prior to
          the Company's good faith estimate of the date of filing of, and ending
          on a date one hundred  eighty (180) days  following the effective date
          of, a  Company-initiated  registration  (other than a registration  of
          securities  in a Rule 145  transaction  or with respect to an employee
          benefit plan), provided that the Company is actively employing in good
          faith all  reasonable  efforts  to cause such  registration  to become
          effective; and,

               (iii)  ZiaSun  shall not be  required  to  effect a  registration
          pursuant  to this  subsection  if it has,  within the 12 month  period
          preceding  the  date of any  request  under  this  subsection  already
          effected two registrations pursuant to this subsection; and,

               (iv)  ZiaSun  shall  not be  required  to  effect a  registration
          pursuant to this  subsection  unless CCEC's  request for  registration
          proposes  to dispose  of shares of  Registrable  Securities  having an
          aggregate  price  to the  public  (before  deduction  of  underwriting
          discounts and expenses of sale) of at least $250,000; and,

               (v)  ZiaSun  shall  not be  required  to  effect  a  registration
          pursuant  to  this  subsection  if  ZiaSun  shall  furnish  to  CCEC a
          certificate signed by the President of ZiaSun stating that in the good
          faith  judgment  of the  Board of  Directors  of  ZiaSun,  it would be
          seriously detrimental to ZiaSun and its shareholders for such Form S-3
          registration  to be effected at such time, in which event ZiaSun shall
          have the  right  to  defer  the  filing  of the Form S-3  registration
          statement  for a period of not more than 90 days after  receipt of the
          request of CCEC under this  Section,  provided,  however,  that ZiaSun
          shall not utilize  this right more than once in any  12-month  period;
          and,

               (vi)  Unless  waived by CCEC,  any  Demand  Registration  must be
          firmly  underwritten by underwriters  selected by the CCEC, subject to
          the approval of the Company,  which approval shall not be unreasonably
          withheld,  and the Company and the CCEC shall obtain the commitment of
          such underwriter to firmly underwrite the offering; and,

               (vii) Subject to the foregoing,  ZiaSun will use its best efforts
          to effect  promptly  the  registration  of all  shares of  Registrable
          Securities  on Form S-3 to the extent  requested  by CCEC  thereof for
          purposes of disposition; and,

                                       3
<PAGE>
               (viii) The Company  will not be deemed to have  provided a Demand
          Registration  hereunder unless, in addition to the satisfaction of any
          other  conditions  required by this Agreement,  such  registration has
          become effective.

          1.2.4  Additional  Qualifications.  The  Company  shall  use its  best
     efforts to cause such  Registrable  Securities to be registered on Form S-3
     or such other short form, and to be qualified in such jurisdictions as CCEC
     may reasonably request;  provided,  however,  that the Company shall not be
     required  to  effect  more  than  one  (1)  registration  pursuant  to this
     paragraph in any six (6) month period.  The  obligations  of this paragraph
     shall be subject to the limitations set forth above.

     1.3 Underwriting.  If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so
advise CCEC as a part of the written  notice  given  pursuant to section 1.2. In
such event the right of CCEC to  registration  pursuant  to section 1.2 shall be
conditioned upon  participation  in such  underwriting and the inclusion of such
Registrable  Securities in the underwriting to the extent provided  herein.  All
shareholders,  including CCEC,  proposing to distribute their securities through
such  underwriting  shall (together with the Company and the other  shareholders
distributing  their  securities   through  such  underwriting)   enter  into  an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected for such underwriting by the Company. *

          *  Notwithstanding  any  other  provision  of this  Agreement,  if the
          managing  underwriter  advises  the  Company  that  marketing  factors
          require a limitation of the number of shares to be underwritten,  then
          the Company shall so advise all holders of Registrable  Securities and
          the number of shares of Registrable Securities that may be included in
          the registration and underwriting shall be allocated among all holders
          of Registrable Securities in proportion, as nearly as practicable,  to
          the respective amounts of Registrable  Securities held by such holders
          at the time of filing the registration statement.

     If such  offering  is other than the first  registered  offering  of ZiaSun
securities  to the  public,  the  underwriter  may  not  limit  the  Registrable
Securities  to be included in such  offering to less than 20% of the  securities
included  therein (based on aggregate  market  values.) ZiaSun shall advise CCEC
and  all  shareholders  of  Registrable  Securities  which  would  otherwise  be
registered and  underwritten  pursuant hereto of any such  limitations,  and the
number  of  shares  of  Registrable  Securities  that  may  be  included  in the
registration.  If CCEC disapproves of the terms of any such  underwriting,  they
may  elect  to  withdraw  there  from  by  written  notice  to  ZiaSun  and  the
underwriter.  Any securities  excluded or withdrawn from such underwriting shall
not be transferred prior to 90 days after the effective date of the registration
statement for such  underwriting,  or such shorter period as the underwriter may
require.

     1.4 Expenses of Registration.  All expenses incurred in connection with any
registration,  qualification or compliance  pursuant to this Section 1 including
without  limitation,  all registration,  filing and qualification fees, printing
expenses,  fees and disbursements of counsel for the Company and expenses of any
special audits incidental to or required by such registration, shall be borne by
the Company except the Company shall not be required to pay underwriters'  fees,
discounts or commissions relating to Registrable Securities. All expenses of any
registered  offering not otherwise  borne by the Company shall be borne pro rata
among CCEC and the shareholders participating in the offering and the Company.

                                       4
<PAGE>
     Further,  the  Company  shall not be  required  to pay for  expenses of any
registration proceeding begun pursuant to this Section, the request of which has
been subsequently withdrawn by CCEC, in which case, such expenses shall be borne
by the CCEC  (including  Registrable  Securities)  requesting  or  causing  such
withdrawal.

     1.5   Registration   Procedures.   In  the   case  of  each   registration,
qualification   or  compliance   effected  by  the  Company   pursuant  to  this
Registration Rights Agreement,  the Company will keep CCEC advised in writing as
to the initiation of each  registration,  qualification and compliance and as to
the completion  thereof.  Except as otherwise provided in subsection 1.3, at its
expense the Company will:

          1.5.1  Prepare  and file with the SEC a  registration  statement  with
     respect to such  Registrable  Securities  and use its best efforts to cause
     such registration  statement to become effective,  and, upon the request of
     CCEC, keep such registration statement effective for up to 90 days or until
     CCEC has completed the distribution described in the registration statement
     relating thereto, whichever first occurs; and.

          1.5.2 Prepare and file with the SEC such amendments and supplements to
     such registration statement and the prospectus used in connection with such
     registration statement as may be necessary to comply with the provisions of
     the  Securities  Act with  respect  to the  disposition  of all  securities
     covered by such registration statement.

          1.5.3 Furnish to CCEC copies of a prospectus,  including a preliminary
     prospectus,  in conformity with the requirements of the Securities Act, and
     such other documents as they may reasonably  request in order to facilitate
     the disposition of Registrable Securities owned by them.

          1.5.4 Use its best  efforts to register  and  qualify  the  securities
     covered by such registration statement under such other securities or, Blue
     Sky laws of such  jurisdictions  as shall be reasonably  requested by CCEC,
     provided that the Company shall not be required in connection  therewith or
     as a  condition  thereto  to qualify  to do  business  or to file a general
     consent to service of process in any such states or jurisdictions.

          1.5.5 In the event of any underwritten  public offering enter into and
     perform  its  obligations  under an  underwriting  agreement,  in usual and
     customary form, with the managing underwriter of such offering.  CCEC shall
     also enter into and perform its obligations under such an agreement.

          1.5.6  Notify  CCEC and each  shareholder  of  Registrable  Securities
     covered  by such  registration  statement  at any  time  when a  prospectus
     relating  thereto is required to be delivered  under the  Securities Act or
     the happening of any event as a result of which the prospectus  included in

                                       5
<PAGE>
     such  registration  statement,  as  then  in  effect,  includes  an  untrue
     statement of a material  fact or omits to state a material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading in the light of the circumstances then existing.

     1.6 Indemnification.

          1.6.1  The  Company  will  indemnify  CCEC and  each of its  officers,
     directors and partners,  and each person  controlling such, with respect to
     which such  registration,  qualification  or  compliance  has been effected
     pursuant to this Rights Agreement,  and each underwriter,  if any, and each
     person who controls any underwriter of the  Registrable  Securities held by
     or issuable to CCEC,  against all  claims,  losses,  expenses,  damages and
     liabilities (or actions in respect  thereto) arising out of or based on any
     untrue statement (or alleged untrue statement) of a material fact contained
     in any  prospectus,  offering  circular or other  document  (including  any
     related registration  statement,  notification or the like) incident to any
     such  registration,  qualification or compliance,  or based on any omission
     (or  alleged  omission)  to state  therein a material  fact  required to be
     stated therein or necessary to make the statement  therein not  misleading,
     or any violation or alleged violation by the Company of the Securities Act,
     the Securities  Exchange Act of 1934, as amended  ("Exchange  Act"), or any
     state  securities  law  applicable to the Company or any rule or regulation
     promulgated  under the  Securities  Act, the Exchange Act or any such state
     law  and  relating  to  action  or  inaction  required  of the  Company  in
     connection with any such  registration,  qualification  of compliance,  and
     will reimburse CCEC, each of its officers, directors and partners, and each
     person controlling such, each such underwriter and each person who controls
     any such underwriter, within a reasonable amount of time after incurred for
     any  reasonable  legal and any other expenses  incurred in connection  with
     investigating,   defending  or  settling  any  such  claim,  loss,  damage,
     liability  or  action;  provided,  however,  that the  indemnity  agreement
     contained  in this  subsection  1.6.1  shall not apply to  amounts  paid in
     settlement of any such claim,  loss, damage,  liability,  or action if such
     settlement is effected  without the consent of the Company  (which  consent
     shall not be unreasonably withheld); and provided further, that the Company
     will not be  liable  in any such case to the  extent  that any such  claim,
     loss, damage or liability arises out of or is based on any untrue statement
     or omission based upon written  information  furnished to the Company by an
     instrument  duly  executed  by CCEC  or  underwriter  specifically  for use
     therein.

          1.6.2 CCEC will,  if  Registrable  Securities  held by or issuable are
     included in the securities as to which such registration,  qualification or
     compliance is being effected,  indemnify the Company, each of its directors
     and officers, each underwriter, if any, of the Company's securities covered
     by such a  registration  statement,  each person who  controls  the Company
     within the meaning of the Securities Act, and each other such  shareholder,
     each of its officers,  directors  and partners and each person  controlling
     such  shareholder,  against  all  claims,  losses,  expenses,  damages  and
     liabilities (or actions in respect  thereof) arising out of or based on any
     untrue statement (or alleged untrue statement) of a material fact contained

                                       6
<PAGE>
     in any such registration statement,  prospectus, offering circular or other
     document, or any omission (or alleged omission) to state therein a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein not misleading,  and will reimburse the Company, such shareholders,
     such  directors,  officers,  partners,  persons  or  underwriters  for  any
     reasonable  legal  or  any  other  expenses  incurred  in  connection  with
     investigating,   defending  or  settling  any  such  claim,  loss,  damage,
     liability  or action,  in each case to the extent,  but only to the extent,
     that such untrue  statement (or alleged  untrue  statement) or omission (or
     alleged  omission)  is  made in such  registration  statement,  prospectus,
     offering circular or other document in reliance upon and in conformity with
     written information furnished to the Company by an instrument duly executed
     by CCEC specifically for use therein; provided, however, that the indemnity
     agreement  contained  in this  subsection  1.6.2 shall not apply to amounts
     paid in settlement of any such claim, loss, damage,  liability or action if
     such  settlement  is effected  without  the consent of CCEC (which  consent
     shall not be unreasonably-  withheld); and provided further, that the total
     amount for which CCEC shall be liable under this subsection 1.6.2 shall not
     in any event exceed the aggregate  proceeds  received by such from the sale
     of Registrable Securities held by same in such registration.

          1.6.3 Each party entitled to indemnification under this subsection 1.5
     (the  "Indemnified  Party")  shall  give  notice to the party  required  to
     provide  indemnification  (the  "Indemnifying  Party")  promptly after such
     Indemnified  Party has actual  knowledge of any claim as to which indemnity
     may be  sought,  and shall  permit  the  Indemnifying  Party to assume  the
     defense of any such claim or any litigation resulting  therefrom;  provided
     that counsel for the  Indemnifying  Party, who shall conduct the defense of
     such claim or  litigation,  shall be  approved,  by the  Indemnified  Party
     (whose  approval shall not be unreasonably  withheld),  and the Indemnified
     Party may participate in such defense at such party's expense; and provided
     further,  that the  failure  of any  Indemnified  Party to give  notice  as
     provided herein shall not relieve the Indemnifying Party of its obligations
     hereunder,  unless such failure  resulted in prejudice to the  Indemnifying
     Party; and provided  further,  that an Indemnified Party (together with all
     other Indemnified  Parties which may be represented without conflict by one
     counsel) shall have the right to retain one separate counsel, with the fees
     and expenses to be paid by the  Indemnifying  Party, if  representation  of
     such Indemnified  Party by the counsel  retained by the Indemnifying  Party
     would be  inappropriate  due to actual  or  potential  differing  interests
     between  such  Indemnified  Party and any other party  represented  by such
     counsel in such  proceeding.  No Indemnifying  Party, in the defense of any
     such  claim  or  litigation,   shall,  except  with  the  consent  of  each
     Indemnified  Party,  consent  to entry of any  judgment  or enter  into any
     settlement  which does not  include as an  unconditional  term  thereof the
     giving by the claimant or plaintiff to such Indemnified  Party of a release
     from all liability in respect to such claim or litigation.

                                       7
<PAGE>
     1.7  Information by CCEC.  CCEC shall promptly  furnish to the Company such
information  regarding  themselves and the distribution  proposed by such as the
Company may request in writing and as shall be required in  connection  with any
registration, qualification or compliance referred to herein.

     1.8 Rule 144 Reporting. With a view to making available to shareholders and
CCEC, the benefits of certain rules and  regulations of the SEC which may permit
the sale of the Registrable  Securities to the public without registration,  the
Company agrees at all times to:

          1.8.1 Make and keep public information  available,  as those terms are
     understood  and defined in SEC Rule 144,  after 90 days after the effective
     date of the first  registration filed by the Company for an offering of its
     securities to the general public;

          1.8.2  File  with the SEC in a timely  manner  all  reports  and other
     documents required of the Company under the Securities Act and the Exchange
     Act  (at  any  time  after  it  has  become   subject  to  such   reporting
     requirements); and

          1.8.3 So long as CCEC owns any Registrable  Securities,  to furnish to
     such  upon  request  with a  written  statement  by the  Company  as to its
     compliance  with the reporting  requirements  of said Rule 144 (at any time
     after 90 days after the effective date of the first registration  statement
     filed by the  Company  for an  offering  of its  securities  to the general
     public),  and of the Securities Act and the Exchange Act (at any time after
     it has become subject to such reporting  requirements),  a copy of the most
     recent  annual or quarterly  report of the Company,  and such other reports
     and  documents  so filed by the Company as CCEC may  reasonably  request in
     complying  with any rule or regulation of the SEC allowing CCEC to sell any
     such securities without registration.

     1.9 Transfer of Registration Rights.  CCEC's rights to cause the Company to
register their securities and keep information available, granted to them by the
Company  under  subsections  1.2 and 1.7 may not be assigned to a transferee  or
assignee of CCEC's  Registrable  Securities not sold to the public.  The Company
prohibits the transfer of any CCEC's rights under this subsection 1.8.

     2. General.

     2.1  Waivers  and  Amendments.   With  the  written  consent  of  CCEC  the
obligations  of the Company and the rights of CCEC under this  agreement  may be
waived (either generally or in a particular  instance,  either  retroactively or
prospectively,  and either for a specified period of time or indefinitely),  and
with the same consent the Company, when authorized by resolution of its Board of
Directors,  may enter into a  supplementary  agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement;  provided,  however, that no such modification,  amendment or
waiver shall reduce the aforesaid percentage of Registrable Securities. Upon the
effectuation   of  each  such  waiver,   consent,   agreement  of  amendment  or
modification, the Company shall promptly give written notice thereof to CCEC and
the record  shareholders of the  Registrable  Securities who have not previously
consented  thereto in writing.  This  Agreement or any  provision  hereof may be
changed, waived,  discharged or terminated only by a statement in writing signed
by the party  against  which  enforcement  of the change,  waiver,  discharge or
termination is sought, except to the extent provided in this subsection 2.1.

                                       8
<PAGE>
     2.2 Governing Law. This Agreement  shall be governed in all respects by the
laws of the State of California  as such laws are applied to agreements  between
California   residents  entered  into  and  to  be  performed   entirely  within
California.

     2.3 Attorneys Fees. The parties agree that if any legal action is necessary
to enforce the terms of this Agreement,  the prevailing  party shall be entitled
to  reasonable  attorneys'  fees in addition  to any other  relief to which that
party may be entitled.

     2.4 Successors and Assigns.  Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors, assigns, heirs, executors and administrators of the parties hereto.

     2.5 Entire  Agreement.  Except as set forth below,  this  Agreement and the
other  documents  delivered  pursuant  hereto  constitute  the full  and  entire
understanding  and  agreement  between the parties  with regard to the  subjects
hereof and thereof.

     2.6  Notices.  etc.  All  notices  and  other  communications  required  or
permitted hereunder shall be in writing and shall be mailed by first class mail,
postage  prepaid,  certified  or  registered  mail,  return  receipt  requested,
addressed  (a) if to CCEC,  at such  address as set forth in the heading to this
Agreement,  or at such other address as furnished to the Company in writing,  or
(b) if to the  Company,  at the  Company's,  address set forth in the heading to
this Agreement,  or at such other address as the Company shall have furnished to
CCEC in writing.

     2.7 Severability. In case any provision of this Agreement shall be invalid,
illegal,  or  unenforceable,  the validity,  legality and  enforceability of the
remaining  provisions of this Agreement or any provision of the other Agreements
shall not in any way be affected or impaired thereby.

     2.8 Titles and  Subtitles.  The titles of the sections and  subsections  of
this  Agreement  are  for  convenience  of  reference  only  and  are  not to be
considered in construing this Agreement.

     2.9  Counterparts   and/or  Facsimile   Signature..8   Counterparts  and/or
Facsimile   Signature.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  including counterparts  transmitted by telecopier or FAX, any one
of which shall  constitute an original of this Agreement.  When  counterparts of
facsimile  copies have been  executed by all  parties,  they shall have the same
effect  as if the  signatures  to each  counterpart  or copy  were upon the same
document and copies of such  documents  shall be deemed valid as originals.  The
parties agree that all such  signatures may be transferred to a single  document
upon the request of any party.

                                       9
<PAGE>
     AGREED AND ACCEPTED, effective as of the date first above written.

                            ZiaSun Technologies, Inc.


                                             ZiaSun Technologies, Inc.


Dated:   01/14/2000                          /S/ D. Scott Elder
                                             -----------------------------------
                                             By:  D. Scott Elder
                                             Its:  Chairman and CEO

Dated:   01/14/2000                          /S/ Allen D. Hardman
                                             -----------------------------------
                                             By:  Allen D. Hardman
                                             Its:  Executive Vice President

                                        Continental Capital & Equity Corporation


Dated:   01/14/2000                          /S/ Dodi B. Zirkle
                                             -----------------------------------
                                             By: Dodi B. Zirkle
                                             Its: Chief Operating Officer


                                       10