CONSULTING AGREEMENT


     This Consulting  Agreement  ("Agreement")  made on this 1st day of January,
2000, by and between ZiaSun Technologies, Inc., a Nevada corporation, located at
462  Stevens  Avenue,  Suite  106,  Solana  Beach,  California  ("Client"),  and
Netgenesis  Strategic  Internet  Marketing,  Ltd.,  located at 304-1040 Mainland
Street,  Vancouver,  BC V6B 2R9, an entity  organized  under the laws of British
Columbia  ("Consultant"),  is made in  consideration of the mutual promises made
herein and set forth as follows:

                           ARTICLE 1. TERM OF CONTRACT

     1.1 This Agreement will become effective on the date first stated above and
will continue in effect until the services  provided for in this  Agreement have
been performed, or until terminated as provided in Article 6, below.

                ARTICLE 2. SERVICES TO BE PERFORMED BY CONSULTANT

     2.1  Services:  Consultant  agrees  to  perform  the  following  consulting
services to Client:

          2.1.1 Strategic business development consultation.

          2.1.2 Advice and counsel concerning Client's press releases, marketing
     strategies, investor relations, advertising, and financial websites.

          2.1.3  Consultant  shall assist Client in the selection and management
     of  qualified  subcontractors,  by  performing  the  following  tasks:  (1)
     identify  qualified  subcontractors;  (2)  provide  subcontractors  with  a
     detailed  description  of the  scope of work to be  performed  on behalf of
     Client;  (3) prepare a proposal  for  Client's  approval  with  recommended
     subcontractors and overall project cost; (4) oversee work performed by such
     subcontractors;   and,  (7)  oversee  the  implementation  of  programs  or
     procedures developed by such subcontractors.

          2.1.4 Subject to the direction and control of Client, Consultant shall
     assist  in  directing  and  managing  Client's  employees  responsible  for
     investors' relations.

     2.2 Delivery  Schedule:  Within ten (10) days  following  execution of this
Agreement  and  receipt of the  payment  due upon  execution,  Consultant  shall
deliver a draft of the Investor's Report to Client for review and approval.  All
other services shall commence  immediately  upon execution of this Agreement and
receipt of the payment due upon  execution,  and shall  continue  throughout the
term of this Agreement.

     2.3 Method of Performing  Services:  Consultant  will determine the method,
details,  and means of performing the above-described  services.  Consultant may
perform the Services  under this  Agreement at any suitable time and location of
Consultant's choice.

     2.4 Status of  Consultant:  Consultant  is and shall remain an  independent
contractor.  Consultant and any agents or employees of Consultant  shall not act
as  an  officer  or  employee  of  Client.   Client  assumes  no  liability  for
Consultant's  actions  in  performance,  or  responsibility  for  taxes,  funds,
payments  or other  commitments,  implied or  expressed,  by or for  Consultant.
Consultant  has no authority to assume or create any commitment or obligation on
behalf of, or to bind, Client in any respect.

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     2.5  Use of  Employees  or  Subcontractors:  Upon  Client's  prior  written
approval if any additional  cost to Client will be incurred,  Consultant may use
any employees or  subcontractors  as Consultant  deems  necessary to perform the
services  required of  Consultant by this  Agreement.  Client  acknowledges  and
agrees that Consultant may realize a commission on the use of such employees and
subcontractors  for the  performance  of  additional  services as  described  in
paragraph  3.4,  below,  and such  commission  shall be an included  cost in any
proposal submitted to Client by Consultant.  Notwithstanding the foregoing,  any
proposal prepared by Consultant which includes  consulting fees to be charged by
Consultant to Client shall be clearly identified and quoted as such.

                             ARTICLE 3. COMPENSATION

     3.1 Retainer Fee:  Client shall pay an annual  retainer fee, which shall be
due and payable, as follows ("Retainer Fee"):

          3.1.1  Year One:  One  hundred  twenty  thousand  and  no/100  dollars
     ($120,000.00):

               $30,000.00 Upon execution of this Agreement.

               $7,500.00  On the  first day of each  month of the  first  twelve
               months of this Agreement, commencing January 1, 2000.

          3.1.2  Year  Two  and  Beyond:   Sixty  thousand  and  no/100  dollars
     ($60,000.00):

               $5,000.00  On the  first  day of each  month  of this  Agreement,
               commencing January 1, 2001.

     3.2 Share Fee: As additional  compensation,  within fifteen (15) days after
execution  of this  Agreement,  the Client  shall  issue share  certificates  to
Consultant  representing  thirty thousand (30,000) shares of the Client's common
stock ("Share  Fee").  Consultant  acknowledges  and  understands  said stock is
unregistered,  restricted  stock, as more fully described in the Memorandum from
George G. Chachas, Esq., to ZiaSun Technologies,  Inc., dated February 17, 2000,
and the SEC Release No.  33-7390,  dated February 20, 1997,  copies of which are
attached  hereto  as  Exhibit  "A" and  made a part  hereof  by this  reference.
Consultant  agrees to fully  comply with the  requirements  set forth in Exhibit
"A," as amended from time to time, and acknowledges that any  certificate(s) for
shares  of the  Client  issued  pursuant  to this  paragraph  will  contain  the
following restrictive legend:

     THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED WITH
     THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
     TRANSFERRED,  ASSIGNED,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF AN
     EFFECTIVE REGISTRATION FOR THESE SHARES UNDER SUCH ACT OR AN OPINION OF THE
     COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

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     3.2  Invoicing  and Payment  Terms:  Consultant  shall  submit to Client an
invoice for the Retainer Fee and all additional  services  rendered on or before
the first of each month.  Client  agrees to pay the net amount due to Consultant
within ten (10) days after receipt of the statement.

     3.3 Payment of Expenses: Consultant shall be responsible for its normal and
customary overhead business expenses incurred in performing  services under this
Agreement,   including  without  limitation,   telephone,   facsimile,  postage,
photocopying,  supplies,  rent, employee salaries and benefits,  insurance,  and
travel  expenses.  Consultant  shall obtain the prior written approval of Client
for any  expenses  to be billed to Client in addition  to the  Retainer  Fee set
forth above.

     3.4  Additional  Services:  Upon  submission by  Consultant to Client,  and
Client's  prior written  approval,  of a detailed  proposal  which  specifically
outlines  cost,  deliverables,  and  date(s) of  performance,  Consultant  shall
perform  the  following  additional  services,  the  cost of  which  shall be in
addition to the Retainer Fee and billed on a cost-plus basis:

          o    Lead generation campaign.
          o    Shareholders/Investor communications.
          o    Client  Investor  Fact  Sheet  sent  to  Consultant's   exclusive
               database of 14,000+ investors.
          o    Writing and scheduling of all Client's press releases.
          o    Distribute Client Fact Sheet to Consultant's broker network.
          o    Financial  Community Investor Relations Support System (establish
               national  network  of  investors,  stockbrokers,   analysts,  and
               traders who are both  informed  and  interested  in the  Client's
               company).

Client's  approval shall be evidenced by execution of  Consultant's  proposal by
both  parties,  and shall be  attached to this  Agreement.  Upon  execution  and
attachment,  such proposal(s) shall be incorporated herein by this reference and
made a part of this Agreement.

     3.5 M&A Fee: In the event  Consultant  is the  procuring  cause (i.e.,  the
first  communication  between  Client and the third party  occurs  solely as the
result of Consultant's  introduction) of a successful  merger,  acquisition,  or
receipt of financing by Client, Consultant shall be paid additional compensation
in an amount equal to three percent (3%) of the total merger/acquisition  value,
or five percent  (5%) of the total amount of financing  secured on behalf of the
Client ("M&A Fee").  The M&A Fee shall be due and payable to  Consultant  within
fifteen (15) days following the close of the applicable transaction.

                      ARTICLE 4. OBLIGATIONS OF CONSULTANT

     4.1  Non-Exclusive  Relationship:  Client  acknowledges and agrees that the
relationship  with  Consultant is  non-exclusive  and  Consultant may represent,
perform services for, and contract with, as many additional clients,  persons or
companies as Consultant in Consultant's sole discretion sees fit.

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     4.2 Consultant's  Qualifications:  Consultant  represents and warrants that
Consultant has the  qualifications  and skills necessary to perform the services
under this  Agreement in a competent  and  professional  manner,  and is able to
fulfill the  requirements  of this Agreement.  Consultant  shall comply with all
applicable  federal,  state and local laws in the performance of its obligations
hereunder,  and all materials used by Consultant in fulfilling  its  obligations
under this Agreement shall not infringe upon any third party copyright,  patent,
trade secret or other proprietary right. Consultant acknowledges and agrees that
failure to perform all the services required under this agreement  constitutes a
material breach of the Agreement.

     4.3 Availability of Mark Harris:  Consultant acknowledges and agrees that a
material  consideration of this Agreement is that Mark Harris shall be in charge
of all services rendered to Client by Consultant under this Agreement,  and that
the  unavailability  of Mark Harris to oversee the  performance of such services
shall constitute a material breach of this Agreement.

     4.4 Indemnity: Consultant agrees to indemnify, defend, and hold Client free
and harmless from all claims,  demands,  losses, costs,  expenses,  obligations,
liabilities,   damages,   recoveries,  and  deficiencies,   including  interest,
penalties,  attorneys'  fees, and costs,  including  without  limitation  expert
witnesses'  fees, that Client may incur as a result of a breach by Consultant of
any representation or agreement contained in this Agreement.

     4.5 Assignment:  Neither this Agreement nor any duties or obligations under
this Agreement may be assigned by Consultant  without the prior written  consent
of Client.

                        ARTICLE 5. OBLIGATIONS OF CLIENT

     5.1 Compliance  with Requests:  Client agrees to comply with all reasonable
requests of Consultant necessary to the performance of Consultant's duties under
this Agreement.

     5.2 Place of Work:  Client  agrees to furnish an office for Mark  Harris on
Client's premises for use by said representative of Consultant from time-to-time
when  visiting  the  San  Diego  area  to  facilitate  his  performance  of  the
above-described services.

     5.3 Company Provided  Information:  Client assumes full  responsibility for
the accuracy and completeness of all information provided to Consultant.

     5.4 Indemnity: Client agrees to indemnify, defend, and hold Consultant free
and harmless from all claims,  demands,  losses, costs,  expenses,  obligations,
liabilities,   damages,   recoveries,  and  deficiencies,   including  interest,
penalties,  attorneys'  fees, and costs,  including  without  limitation  expert
witnesses'  fees,  that  Consultant  may  incur as a result  of any  information
provided to Consultant by Client under this Agreement.

                       ARTICLE 6. TERMINATION OF AGREEMENT

     6.1  Termination  on Notice:  Notwithstanding  any other  provision of this
Agreement,  either  party may  terminate  this  Agreement  at any time by giving
thirty (30) days written notice to the other party. Unless otherwise  terminated
as provided in this  Agreement,  this Agreement will continue in force until the
Services  provided  for  in  this  Agreement  have  been  fully  and  completely
performed.

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     6.2  Termination  on  Occurrence  of Stated  Events:  This  Agreement  will
terminate automatically on the occurrence of any of the following events:

          6.2.1 Unavailability of Mark Harris to manage and oversee all services
     rendered to Client by Consultant under this Agreement.

          6.2.2 Bankruptcy or insolvency of either party.

          6.2.3 Dissolution of either party.

          6.2.4  Assignment of this  Agreement by  Consultant  without the prior
     written consent of Client.

     6.3 Termination for Default: If either party defaults in the performance of
this Agreement or materially  breaches any of its provisions,  the non-breaching
party may  terminate  this  Agreement  by  giving  written  notification  to the
breaching party.  Termination will take effect  immediately on receipt of notice
by the  breaching  party or five (5) days after  mailing  of  notice,  whichever
occurs  first.  For the  purposes  of this  paragraph,  material  breach of this
Agreement includes, but is not limited to, the following:

          6.3.1  Consultant's  failure to perform the services specified in this
     Agreement.

          6.3.2 Consultant's  material breach of any representation or agreement
     contained in Article 4, above.

          6.3.3  Client's  material  breach of any  representation  or agreement
     contained in Article 5, above.

          6.3.4 Client's  failure to pay Consultant any  compensation due within
     thirty (30) days after written demand for payment.

                          ARTICLE 7. CLIENT INFORMATION

     7.1 Nondisclosure/Nonuse of Client Information:  Consultant agrees that all
information  provided by Client to Consultant  under this Agreement shall not be
disclosed  or used  by  Consultant  for  any  purpose  other  than  Consultant's
performance under this Agreement.

     7.2  Confidential   Information:   Any  written,   printed,   graphic,   or
electronically  or  magnetically  recorded  information  furnished by Client for
Consultant's  use  is and  shall  remain  the  sole  property  of  Client.  This
proprietary  information  includes,  but  is not  limited  to,  investor  lists,
marketing  information,  planning,  drawings,  specifications,  and  information
concerning  Client's  employees,  products,  services,  prices,  and operations.
Consultant will keep this confidential  information in the strictest confidence,
and will not  disclose it by any means to any person  except  with  Consultant's
prior written approval, and only to the extent necessary to perform the services
under this Agreement.  This prohibition also applies to Consultant's  employees,
agents,  and  subcontractors.  On  termination  of this  Agreement or request by
Client,  Consultant will return within two (2) days any confidential information
in Consultant's possession to Client.

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                          ARTICLE 8. GENERAL PROVISIONS

     8.1 Notices:  Any notices to be given by either party to the other shall be
in  writing  and may be  transmitted  either by  personal  delivery  or by mail,
registered or certified,  postage prepaid with return receipt requested.  Mailed
notices  shall be  addressed  to the parties at the  addresses  appearing in the
introductory paragraph of this Agreement, but each party may change that address
by written notice in accordance with this section.  Notices delivered personally
shall be deemed  communicated as of the date of actual  receipt.  Mailed notices
shall be deemed communicated as of five (5) days after the date of mailing.

     8.2 Attorneys' Fees and Costs: If this Agreement gives rise to a lawsuit or
other legal proceeding  between any of the parties hereto,  the prevailing party
shall be entitled to recover  court costs,  necessary  disbursements  (including
expert witnesses' fees) and reasonable attorneys' fees, in addition to any other
relief such party may be entitled.

     8.3  Entire  Agreement:   This  Agreement  supersedes  any  and  all  other
agreements,  either oral or in writing,  between the parties hereto with respect
to the  services  provided by  Consultant  to Client under this  Agreement,  and
contains all of the covenants and agreements between the parties with respect to
this  Agreement  in  any  manner  whatsoever.   Each  party  to  this  Agreement
acknowledges  that no  representations,  inducements,  promises,  or agreements,
orally or otherwise,  have been made by any party, or anyone acting on behalf of
any  party,  which  are  not  embodied  herein,  and  that no  other  agreement,
statement, or promise not contained in this Agreement shall be valid or binding.

     8.4  Modifications:  Any  modification  of this Agreement will be effective
only if it is in writing signed by the party to be charged.

     8.5  Effect of  Waiver:  The  failure  of either  party to insist on strict
compliance with any of the terms,  covenants, or conditions of this Agreement by
the  other  party  shall  not be  deemed a waiver  of that  term,  covenant,  or
condition,  nor shall any waiver or  relinquishment of any right or power at any
one time or times be deemed a waiver or  relinquishment  of that  right or power
for all or any other times.

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

     8.7 Law  Governing  Agreement:  This  Agreement  shall be  governed  by and
construed in accordance with the laws of the State of California.

     8.8 Jurisdiction/Venue:  Jurisdiction and venue for any dispute arising out
of this  Agreement  shall be  exclusively  in the County of San Diego,  State of
California.

     8.8  Construction:  If any  construction  is to be made of any provision of
this  Agreement,  it shall not be construed  against  either party on the ground
such party was the drafter of the Agreement or any particular provision.

     8.9 Time: Time is of the essence in this Agreement.

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     8.10  Corporate  Authorization:  If any  signatory  of this  Agreement is a
corporation,  said signatory represents and warrants that this Agreement and the
undersigned's execution of this Agreement have been duly authorized and approved
by  the  corporation's  Board  of  Directors.   The  undersigned   officers  and
representatives of the corporation(s)  executing this Agreement on behalf of the
corporation(s)  represent  and warrant they are  officers of the  corporation(s)
with full authority to execute this Agreement on behalf of the corporation(s).

     IN WITNESS WHEREOF, the undersigned have executed this Agreement, effective
as of the date first above written.


CLIENT:                                      CONSULTANT:

ZiaSun Technologies, Inc.                    Netgenesis Strategic Internet
                                             Marketing, Ltd.



/S/ D. Scott Elder                           /S/Mark Harris
----------------------------------           -----------------------------------
By:  Scott Elder                             By: Mark Harris
Its: Chairman & CEO                          Its: Managing Director


-and-

/S/ Allen D. Hardman
----------------------------------
By:  Allen D. Hardman
Its: Executive Vice President

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