THIS WARRANT AND ANY SHARES  ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
UNDER ANY STATE  SECURITIES  LAWS.  SUCH  WARRANT  AND SHARES MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES  UNDER SAID ACT, OR AN OPINION OF COUNSEL THAT SUCH  REGISTRATION  IS
NOT REQUIRED.

                            ZIASUN TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT


Warrant No.              ZW-001
Issue Date:              January 14, 2000
Exercise Price:          See Section 1.3
Warrant to Purchase:     200,000 Shares of Common Stock
Expires:                 See Section 1.4

          Transferable or Exercisable Upon Conditions Herein Specified


     THIS  CERTIFIES  that for  value  received,  Continental  Capital  & Equity
Corporation,  a Florida Corporation,  hereafter referred to as the "Holder",  is
entitled to subscribe for and purchase from ZiaSun Technologies,  Inc., a Nevada
Corporation,  hereinafter  referred to as ("ZiaSun" or the  "Corporation"),  Two
Hundred  Thousand  (200,000)  shares of the Common  Stock,  $0.001 par value per
share (the "Common  Stock"),  of the  Corporation  (such shares to be subject to
adjustment in accordance with Section 4. hereof,  hereinafter  sometimes  called
the "Warrant  Shares" at the exercise price and within the exercise  period,  as
set forth herein.

     1. Exercise of Warrant.
        -------------------

     1.1 Method of  Exercise.  The rights  represented  by this  Warrant  may be
exercised  by the  Holder  hereof,  in whole at any time or in part from time to
time during the  Exercise  Period,  but not as to a  fractional  share of Common
Stock, by the surrender of this Warrant (properly endorsed) at the office of the
Corporation,  at 462 Stevens Avenue, Suite 106, Solana Beach,  California 92075,
or at such other  agency or office of the  Corporation  in the United  States of
America as it may  designate  by notice in  writing to the Holder  hereof at the
address  of such  Holder  appearing  on the  books of the  Corporation),  and by
payment  to the  Corporation  of the  Exercise  Price in an  acceptable  form of
payment as set forth in section 1.6 below.

     1.2 Delivery of Shares Upon  Exercise.  In the event of any exercise of the
rights  represented by this Warrant,  (i) a certificate or certificates  for the
shares  of  Common  Stock so  purchased,  registered  in the name of the  person
entitled  to receive  the same,  shall be mailed to the Holder  hereof  within a
reasonable  time, not exceeding ten (10) days,  after the rights  represented by
this  Warrant  shall  have  been  so  exercised;  provided,  however,  that  the

                                       1
<PAGE>
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate in
a name other than that of the registered  Holder  thereof,  and the  Corporation
shall not be required to issue or deliver such certificates  unless or until the
person  or  persons  requesting  the  issuance  thereof  shall  have paid to the
Corporation the amount of such tax or shall have established to the satisfaction
of the  Corporation  that such tax has been paid;  (ii) unless this  Warrant has
expired,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the Holder hereof within such time.
The person in whose name any  certificate  for shares of Common  Stock is issued
upon  exercise of this  Warrant  shall for all purposes be deemed to have become
the  holder of  record of such  shares  on the date on which  this  Warrant  was
surrendered and payment of the Exercise Price was made, irrespective of the date
of delivery of such certificate,  except that, if the date of such surrender and
payment is a date when the stock transfer books of the  Corporation  are closed,
such  person  shall be deemed to have become the holder of record of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open. The issuance of any shares of Common Stock pursuant to the terms
of this Warrant shall at all times be subject to the requirements of the ACT, as
amended,  and to the applicable  foreign and state  securities and blue sky laws
then in effect.

     1.3 Exercise Price. The Exercise Price for the Warrants shall be based upon
the Closing Bid of the Common Stock of the  Corporation  as reported on the NASD
Over the Counter Bulletin Board, as of the date of issuance of this Warrant (the
"Closing Bid"), and shall be calculated as follows:

          (a)  Round 1. The  Holder  shall  have the  right to  purchase  50,000
               shares of the Common  Stock of the  Corporation,  at an  Exercise
               Price  equal to one  hundred  twenty-five  percent  (125%) of the
               Closing Bid;

          (b)  Round 2. The  Holder  shall  have the  right to  purchase  50,000
               shares of the Common  Stock of the  Corporation,  at an  Exercise
               Price equal to one hundred  fifty  percent  (150%) of the Closing
               Bid;

          (c)  Round 3. The  Holder  shall  have the  right to  purchase  50,000
               shares of the Common  Stock of the  Corporation,  at an  Exercise
               Price equal to one  hundred  seventy-five  percent  (175%) of the
               Closing Bid; and

          (d)  Round 4. The  Holder  shall  have the  right to  purchase  50,000
               shares of the Common  Stock of the  Corporation,  at an  Exercise
               Price equal to two hundred percent (200%) of the Closing Bid.

     1.4 Exercise Period. The rights represented by the Warrant may be Exercised
during the Exercise Periods as follows:

          (a)  Round 1. The  Holder  shall  have the  right to  purchase  50,000
               shares of the Common  Stock of the  Corporation,  at the Exercise
               Price set forth in Section  1.3(a),  beginning on the date hereof
               and ending on the close of business one hundred eighty (180) days
               from date of issuance;

                                       2
<PAGE>
          (b)  Round 2. The  Holder  shall  have the  right to  purchase  50,000
               shares of the Common  Stock of the  Corporation,  at the Exercise
               Price set forth in Section  1.3(b),  beginning on the date hereof
               and ending on the close of  business  two  hundred ten (210) days
               from  date of  issuance,  subject  to  extension  as set forth in
               Section 1.5 below.

          (c)  Round 3. The  Holder  shall  have the  right to  purchase  50,000
               shares of the Common  Stock of the  Corporation,  at the Exercise
               Price set forth in Section  1.3(c),  beginning on the date hereof
               and ending on the close of business two hundred  forty (240) days
               from  date of  issuance,  subject  to  extension  as set forth in
               Section 1.5 below.

          (d)  Round 4. The  Holder  shall  have the  right to  purchase  50,000
               shares of the Common  Stock of the  Corporation,  at the Exercise
               Price set forth in Section  1.3(c),  beginning on the date hereof
               and ending on the close of  business  two hundred  seventy  (270)
               days from date of issuance,  subject to extension as set forth in
               Section 1.5 below.

     1.5 Extension of Exercise Period. In the event that Round 1 of the Warrants
as set forth in Section  1.3(a) is  exercised  by the Holder,  then the Exercise
Period for Round 2, Round 3 and Round 4, as set forth in Section 1.4(b), (c) and
(d), above,  shall be extended for an additional period of sixty (60) days, from
the date that a  Registration  Statement  registering  the Shares  issuable upon
exercise of Round 1, is deemed effective.

          By way of  Example  only , if Round 1 is  exercised  on the  180th day
          following issuance of this Warrant, and a Registration  Statement with
          regard to Round 1 is deemed effective the 240th day following issuance
          of this Warrant,  then the exercise period for Rounds 2, 3 and 4 would
          end on the 300th day following issuance of this Warrant.

     1.6 Forms of Payment Authorized.  Upon Exercise of the Warrant,  the Holder
shall deliver to the  Corporation,  at the time of giving the notice of exercise
payment in one of the following forms:

          (a) Cash  Payment.  Payment in form of cash,  by certified or official
     bank check or via wire  transfer,  in United States  Dollars for each share
     being purchased; or

          (b) Payment  With Shares of the  Corporation.  Holder may also pay the
     Purchase Price by delivering and  surrendering  to the  Corporation  Shares
     which:

               (i) have been owned by the  Holder  for at least six (6)  months;
               and

                                       3
<PAGE>
               (ii) have an aggregate fair market value on the date of surrender
               equal to the Purchase Price.

               (iii) In the event  that the  number of shares  evidenced  by the
               certificates  delivered exceeds the number required,  the Company
               will reimburse the  differential  through a payment to the Holder
               by check.

          (c) Cashless  Exercise or Conversion  Right. In lieu of exercising the
     Warrant as  specified  above,  the Holder may from time to time convert the
     Warrant,  during the Exercise Period at the Exercise Price set forth above,
     in whole or in part, into a number of shares of Common Stock determined by:

               (i) dividing the  aggregate  fair market value of the Shares,  or
               other securities otherwise issuable upon exercise of the Warrant,
               minus the aggregate Exercise Price of such Shares, by

               (ii) the fair market value of one Share. The fair market value of
               the Share shall be determined pursuant to Section 1.6(d) below.

--------------------------------------------------------------------------------
          By way of example  only,  and  assuming the  following,  the number of
          shares  to be issued to Holder  under the  Conversion  Right  would be
          calculated as follows:

          (i)  The  Closing  Bid of the Common  Stock on date of issuance of the
               Warrant is $12.00

          (ii) The closing bid for the  Company's  common stock is $20.00 on the
               date that Holder exercises the rights to Round 1.

          (iii) The Holder has the right to purchase 50,000 shares;

          (iv) The exercise price of the Option is $15.00 (i.e.  125% of $12.00)


          Aggregate Fair market value of Shares  (50,000 x $20.00) = 1,000,000
          Aggregate Warrant Exercise Price is    (50,000 x $15.00) = 750,000
          Fair market value of one share         (Closing Bid)     = $20.00

         (Aggregate Fair market value of Shares) minus (Aggregate Warrant Price)
         -----------------------------------------------------------------------
                                 Fair Market Value of one Share

         12,500 Shares to be Issued =  (1,000,000 - 750,000) i.e.  250,000
                                        --------------------       -------
                                              $20.00               $20.00
--------------------------------------------------------------------------------

                                       4
<PAGE>
          (d) Fair Market  Value.  If the Shares are traded in a public  market,
     the fair  market  value of the Shares  shall be the closing bid or price of
     the Shares (or the closing price of the Corporation's Common Stock in which
     the Shares are  convertible)  reported  for the  business  day  immediately
     before Holder  delivers its Notice of Exercise to the  Corporation.  If the
     Shares are not traded in a public  market,  the Board of  Directors  of the
     Corporation  shall determine fair market value in its reasonable good faith
     judgment.  The foregoing  notwithstanding,  if Holder  advises the Board of
     Directors in writing that Holder  disagrees with such  determination,  then
     the Corporation and Holder shall promptly agree upon a reputable investment
     banking  firm  to  undertake  such  valuation.  If the  valuation  of  such
     investment  banking firm is greater than that determination by the Board of
     Directors, then all fees and expenses of such investment banking firm shall
     be paid by the  Corporation.  In all  other  circumstances,  such  fees and
     expense shall be paid by Holder.

     2. Covenants as to Common Stock. The Corporation  covenants and agrees that
all shares of Common  Stock which may be issued upon the  exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and  nonassessable,  and free from all taxes,  liens and charges with respect to
the  issue  thereof  without  limiting  the  generality  of the  foregoing,  the
Corporation  covenants that it will from time to time take all actions as may be
requisite to assure that the stated or par value, if any, of the Common Stock is
at all times equal to or less than the then  exercise  price per share of Common
Stock issuable upon exercise of this Warrant.  The Corporation further covenants
and agrees that the Corporation  will at all times have authorized and reserved,
free from preemptive  rights, a sufficient  number of shares of its Common Stock
to provide  for the  exercise of the rights  represented  by this  Warrant.  The
Corporation  further  covenants and agrees that if any shares of Common Stock to
be reserved  for the purpose of the issuance of shares upon the exercise of this
Warrant  require  registration  with or approval of any  governmental  authority
under any  Federal or State law  before  such  shares  may be validly  issued or
delivered  upon  exercise,  then,  the  Corporation  will in good  faith  and as
expeditiously as possible endeavor to secure such  registration or approval,  as
the case may be. If and so long as the Common Stock  issuable  upon the exercise
of this Warrant is listed on any national securities  exchange,  the Corporation
will, if permitted by the rules of such  exchange,  list and keep listed on such
exchange,  upon  official  notice of  issuance,  all shares of such Common Stock
issuable upon exercise of this Warrant.

     3.  Registration  Rights.  The Corporation  agrees that the Shares issuable
upon exercise of this Warrant,  shall be subject to the registration  rights set
forth  in that  certain  Registration  Rights  Agreement  executed  concurrently
herewith, a copy of which is attached hereto as Exhibit A.

     4. Adjustment of Warrant Shares.

     4.1  If at any  time  the  Corporation  shall  (i)  take  a  record  of the
shareholders  of Common  Stock for the  purpose of  entitling  them to receive a
dividend  payable  in, or other  distribution  of,  additional  shares of Common
Stock,  (ii)  subdivide  the  outstanding  shares of Common  Stock into a larger

                                       5
<PAGE>
number of shares of Common  Stock,  or (iii) combine the  outstanding  shares of
Common Stock into a smaller number of shares of Common Stock,  then the Exercise
Price shall be adjusted  to equal the  product of the  Exercise  Price in effect
immediately  prior to the event giving rise to the  adjustment  multiplied  by a
fraction the numerator of which is equal to the number of shares of Common Stock
outstanding immediately prior to the event giving rise to the adjustment and the
denominator  of  which  is  equal  to the  number  of  shares  of  Common  Stock
outstanding  immediately  after  such  event  upon  any such  adjustment  of the
Exercise Price,  the holder hereof shall thereafter be entitled to purchase upon
the  exercise  of this  Warrant,  at the  Exercise  Price  resulting  from  such
adjustment,  the number of shares of Common  Stock  (calculated  to the  nearest
1/100th  of a share)  obtained  by  multiplying  the  Exercise  Price in  effect
immediately  prior to such  adjustment  by the number of shares of Common  Stock
issuable  on the  exercise  hereof  immediately  prior  to such  adjustment  and
dividing  the  product  thereof  by  the  Exercise  Price  resulting  from  such
adjustment.  No  adjustment  in the Exercise  Price shall be required to be made
unless such adjustment  would require an increase or decrease of at least $0.10,
provided,  however, that any adjustments which by reason of this section are not
required  to be made shall be  carried  forward  and taken  into  account in any
subsequent adjustment.

     4.2 Anything contained herein to the contrary notwithstanding,  in case, at
any  time  after  the  date  hereof,  of  any  capital   reorganization  or  any
reclassification  of the stock of the  Corporation  (other  than a change in par
value or from par  value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up or combination of shares),
or the  consolidation  or  merger  of  the  Corporation  with  or  into  another
corporation  (other than a  consolidation  or merger in which the Corporation is
the continuing corporation and which does not result in any change in the Common
Stock),  or any  statutory  exchange  of  securities  with  another  corporation
(including  any  exchange  effected  in  connection  with a  merger  of a  third
corporation  into  the  Corporation),  or  the  sale  or  disposition  of all or
substantially  all of the  properties  and assets of the  Corporation to another
corporation, in which holders of Common Stock shall be entitled to receive cash,
stock,  securities  or other  property with respect to or in exchange for Common
Stock,   then,  as  a  condition  of  such   reorganization,   reclassification,
consolidation,  merger, exchange, sale or other disposition,  the Corporation or
the successor or  purchaser,  as the case may be, shall make lawful and adequate
provision so that this Warrant  shall  thereafter be  exercisable  for, and upon
exercise the holder hereof shall be entitled to receive,  the amount and kind of
cash,  stock,  securities  or other  property  which the holder of the number of
shares  of  Common  Stock  deliverable  (immediately  prior  to the time of such
reorganization, reclassification, consolidation, merger, exchange, sale or other
disposition)  upon  exercise of this Warrant would have been entitled to receive
upon or as a result  of such  reorganization,  reclassification,  consolidation,
merger,  sale or other  disposition.  The  provisions  of this Section 4.2 shall
similarly apply to successive reorganizations, reclassification, consolidations,
mergers, exchanges, sales or other dispositions.

     4.3 Whenever the number of Warrant  Shares shall be adjusted as provided in
Section 4.1 above,  the  Corporation  shall forthwith file, at the office of the
transfer  agent for the Common Stock or at such other place as may be designated
by the Corporation, a statement,  signed by its chief financial officer, showing
in  reasonable  detail the facts  requiring  such  adjustment  and the number of
Warrant  Shares that shall be in effect after such  adjustment.  Upon request by
                                       6
<PAGE>
the  holder of this  Warrant,  the  Corporation  shall also cause a copy of such
statement to be sent by first-class,  certified mail, return receipt  requested,
postage  prepaid,  to the  holder  of  this  Warrant  at such  holder's  address
appearing on the Corporation's  records, and, if not so previously mailed, shall
provide a copy of such statement to the holder hereof at the time of exercise.

     5. No Stockholder  Rights. This Warrant shall not entitle the holder hereof
to any voting or other rights as a stockholder of the Corporation.

     6.  Transfer  Restriction  Legend.  Each  certificate  representing  shares
initially  issued upon  exercise of this  Warrant  (and  subsequently  issued if
appropriate),  unless at the time of exercise such shares are  registered  under
the Securities Act, shall bear the following  legend (and any additional  legend
required by applicable  securities laws or any securities  exchange or NASDAQ at
the time of such exercise) on the face thereof:

          "The  securities   represented  by  this  certificate  have  not  been
          registered  under  the  Securities  Act of 1933,  as  amended,  or the
          securities  laws  of any  state  and  may  not be  sold,  transferred,
          hypothecated  or otherwise  assigned except pursuant to a registration
          statement  with respect to such  securities  which is effective  under
          such act and under any applicable state securities laws unless, in the
          opinion  of  counsel  reasonably   satisfactory  to  the  Company,  an
          exemption  from the  registration  requirements  of such act and state
          securities laws is available."

     Any certificate  issued at any time upon transfer of, or in exchange for or
replacement  of, any  certificate  bearing such legend (except a new certificate
issued upon completion of a public  distribution  of the securities  represented
thereby  pursuant to a registration  under the  Securities  Act) shall also bear
such legend unless,  in the opinion of counsel for the registered holder thereof
reasonably  acceptable to the Company,  the shares  represented  thereby need no
longer be subject to the  restrictions  in this Section.  The provisions of this
Section 6., shall be binding upon all subsequent holders of certificates bearing
the above legend, and shall also be applicable to all subsequent holders of this
Warrant.

     7. Condition for Issuance of Shares upon Exercise.  The Corporation will be
able to issue the shares of Common  Stock upon  exercise of the Warrant  only if
there is a then current Private Placement  Memorandum or registration  statement
available for and  distributed  to the warrant  holders  relating to such Common
Stock,  or only if such Warrant and Common Stock is qualified for sale or exempt
from registration and qualification under applicable federal securities laws and
state  securities  laws of the  jurisdiction  in which  various  holders  of the
Warrants  reside.  The Corporation  reserves the right in its sole discretion to
determine  not to apply for  exemptions  or to register such Common Stock in any
jurisdiction  where the time and expense do not justify such exemption filing or
registration.  The  Warrants  may be  deprived  of any  value in the  event  the
Corporation does not satisfy or the Corporation  chooses not to satisfy any such
requirements. Although it is the present intention of the Corporation to satisfy
such  requirements,  there can be no assurance that the Corporation will be able
to do so.

                                       7
<PAGE>
     8. Holder  Representation and Acknowledgment.  The Holder by accepting this
Warrant agrees and acknowledges  that the Warrant is being purchased for its own
account,  for  investment  purposes  only,  and not for the account of any other
person,  and not with a view to distribution,  assignment or resale to others or
to  fractionalization  in whole or in part, and the Holder  further  represents,
warrants  and agrees as  follows:  no other  person has or will have a direct or
indirect  beneficial  interest  in this  Warrant  and the Holder  will not sell,
hypothecate or otherwise transfer his Warrant except in accordance with the Act,
as amended and applicable  state  securities  laws or unless,  in the opinion of
counsel for the Holder  acceptable  to the  Corporation,  an exemption  from the
registration of the Act and such laws is available.

     9. Transfer of Warrant.  Subject to Section 6. hereof, this Warrant and all
rights  hereunder  are  transferable  in whole,  (or in part),  at the agency or
office of the Corporation  referred to in Section 1. hereof by the Holder hereof
in  person  or by duly  authorized  attorney,  upon  surrender  of this  Warrant
properly endorsed.  Each taker and holder of this Warrant,  by taking or holding
the same, consents and agrees that this Warrant,  when endorsed, in blank, shall
be deemed negotiable,  and, when so endorsed the holder hereof may be treated by
the  Corporation and all other persons dealing with this Warrant as the absolute
owner hereof for all purposes and as the person  entitled to exercise the rights
represented  by this  Warrant,  or to the  transfer  hereof  on the books of the
Corporation, any notice to the contrary notwithstanding; but until each transfer
on such books,  the  Corporation  may treat the registered  holder hereof as the
owner hereof for all purposes.

     10.  Elimination  of Fractional  Interests.  The  Corporation  shall not be
required to issue stock certificates  representing fractions of shares of Common
Stock, nor shall it be required to pay cash in lieu of fractional interests,  it
being  the  intent  of the  parties  that  all  fractional  interests  shall  be
eliminated.

     11. Exchange of Warrant.  This Warrant is exchangeable,  upon the surrender
hereof  by the  Holder  hereof  at  the  office  or  agency  of the  Corporation
designated in Section 1 hereof, for a new Warrant of like tenor representing the
right to subscribe  for and  purchase the number of Warrant  Shares which may be
subscribed for and purchased hereunder.

     12. Notices to Warrant Holders.  Nothing contained in this Warrant shall be
construed as  conferring  upon the holder hereof the right to vote or to consent
to or receive notice as a shareholder in respect of any meetings of shareholders
for the  election  of  Directors  or any other  matter,  or as having any rights
whatsoever as a shareholder of the Corporation.  If, however,  at any time prior
to the expiration of the Warrant and prior to its exercise, any of the following
events shall occur:

                                       8
<PAGE>
          12.1 The  Corporation  shall offer to all of the holders of its Common
     Stock any  additional  shares  of stock of the  Corporation  or  securities
     convertible into or exchangeable for shares of stock of the Corporation, or
     any option, right or warrant to subscribe therefore, or

          12.2 A  dissolution,  liquidation  or  winding  up of the  Corporation
     (other than in connection with a consolidation  or merger) or a sale of all
     or  substantially  all of its property,  assets and business as an entirety
     (whether by merger, consolidation or sale of assets) shall be proposed.

     Then, in any one or more of the above said events,  the  Corporation  shall
give written  notice of such events at least fifteen (15) days prior to the date
fixed as a  record  date or the  date of  closing  the  transfer  books  for the
determination of the  shareholders  entitled to such convertible or exchangeable
securities  or  subscription  rights,  or  entitled  to vote  on  such  proposed
dissolution,  liquidation,  winding up or sale.  Such notice shall  specify such
record  date or the date of  closing  the  transfer  books,  as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action  taken in  connection  with the  issuance  of any  convertible  or
exchangeable  securities,  or subscription rights,  options or warrants,  or any
proposed dissolution, liquidation, winding up or sale.

     13. Lost,  Stolen,  Mutilated,  Destroyed  Warrant.  Upon  surrender by the
holder of this Warrant to the  Corporation,  the Corporation at its expense will
issue in exchange  therefore,  and deliver to such holder,  a new Warrant.  Upon
receipt  of  evidence  satisfactory  to  the  Corporation  of the  loss,  theft,
destruction  or mutilation  of this  Warrant,  and in the case of any such loss,
theft or destruction,  upon delivery by such holder of an indemnity agreement or
security  satisfactory to the  Corporation,  and in case of any such mutilation,
upon  surrender  and  cancellation  of  this  Warrant,  the  Corporation,   upon
reimbursement  of all  reasonable  expenses  incident  thereto,  will  issue and
deliver  to such  holder a new  Warrant  of like  tenor,  in lieu of such  lost,
stolen,  destroyed or mutilated Warrant. Any Warrant delivered to such holder in
accordance with this Section 13., shall bear the same securities  legends as the
Warrant which it replaced.

     14.  Governing  Law.  This Warrant  shall be governed by, and  construed in
accordance  with,  the laws of the State of  California  applicable to contracts
made therein.

     15.  Notices.  All notices,  requests,  consents  and other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

          15.1 If to the  registered  holder of this Warrant,  to the address of
     such holder as shown on the books of the Corporation; or

          15.2 If the  Corporation,  at 462 Stevens  Avenue,  Suite 106,  Solana
     Beach, California 92075.

     16.  Successors.  All  the  covenants,   agreements,   representations  and
warranties  contained  in this Warrant  shall bind the parties  hereto and their
respective  heirs,  executors,  administrators,   distributees,  successors  and
assigns.

                                       9
<PAGE>

     17. Headings. The Article and Section headings in this Warrant are inserted
for purposes of convenience only and shall have no substantive effect.

     IN WITNESS WHEREOF,  the Corporation has caused this Warrant to be executed
by its duly authorized officers as of the date first above written.

                            ZIASUN TECHNOLOGIES, INC.
                              A Nevada Corporation



/S/ D. Scott Elder                           /S/ Allen D. Hardman
---------------------------------            -----------------------------------
By:  D. Scott Elder                          By:  Allen D. Hardman
Its: Chairman and CEO                        Its: Executive Vice President



                                       10
<PAGE>
                                FORM OF EXERCISE
                [To be signed only upon exercise of the Warrant]

The Undersigned,  the Holder of the attached Warrant,  hereby irrevocably elects
to exercise the purchase right  represented by such Warrant for, and to purchase
hereunder _______________ shares of Common Stock of ZiaSun Technologies, Inc., a
Nevada Corporation, and:

     [ ] herewith tenders payment of  $__________________ in full payment of the
exercise price for such shares, or

     [ ] herewith tenders and delivers  __________________  shares of the Common
Stock of the Corporation,  pursuant to Section 1.6(b),  which have been owned by
the Holder for at least six (6) months and have an  aggregate  fair market value
on  the  date  of  surrender   equal  to  the   aggregate   Exercise   Price  of
$__________________; or

     [ ] hereby  waives  receipt  of  ______________  of the  Warrant  shares as
calculated  pursuant  to  Section  1.6(c) and  agrees to take  delivery  of only
______________  shares,  pursuant to said  conversion,  without any  exchange of
money,

and requests that the certificate for such shares purchased  hereunder be issued
in the name of, and delivered to:

     -----------------------------------
     Name as Shares are to be registered

     -----------------------------------
     Address

     -----------------------------------
     City, State and Zip

     -----------------------------------
     SNN / EIN

If said number of shares shall not be all the shares purchasable hereunder, that
a new Warrant  for the balance of the  remaining  shares  purchasable  under the
within Warrant be requested in the name of, and delivered to, the undersigned at
the address stated below.

The undersigned  further  acknowledges that the undersigned is/are acquiring the
shares  purchasable under the Warrant for investment for its own account and not
as the nominee or agent,  and not with the view to, or for resale in  connection
with, any distribution of such shares within the meaning of the Securities Act.


Dated: ____________________________         __________________________________
                                            Signature of Warrant Holder(s)

<PAGE>
                               FORM OF ASSIGNMENT

                 [To be signed only upon transfer of a Warrant]

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

     ____________________________, whose address is ____________________________
_____________________________________________,  all of the rights represented by
the within Warrant to purchase ____________________________ shares of the Common
Stock of ZiaSun  Technologies,  Inc. to which the within  Warrant  relates,  and
appoints  _______________________________________,  Attorney  to  transfer  such
rights  on  the  books  of  ZiaSun  Technologies,   Inc.,  with  full  power  of
substitution in the premises.


------------------------------------        ------------------------------------
Signature of Warrant Holder(s)              Signature of Warrant Holder(s)

                                            ------------------------------------
                                            Name of Holder of Warrant

                                            ------------------------------------
                                            Address of  Holder of Warrant:

                                            ------------------------------------
                                            City, State and Zip