CLIENT SERVICE AGREEMENT

     THIS  AGREEMENT  is made and entered  into this 14th day of January,  2000,
between CONTINENTAL CAPITAL & EQUITY CORPORATION,  a Florida Corporation located
at 195 Wekiva Springs Road, Suite 200, Longwood, FL 32779, (hereinafter referred
to as "CCEC") and ZiaSun  Technologies,  Inc., a Nevada Corporation,  located at
462 Stevens Avenue, Suite 106 Solana Beach, CA 92075 (hereinafter referred to as
the "Corporation").

                                   WITNESSETH:

     A. Whereas,  CCEC is a financial relations and direct marketing advertising
firm  specializing  in the  dissemination  of information  about publicly traded
companies, and

     B. Whereas,  the Corporation is publicly held with its common stock trading
on the NASD Over the Counter Bulletin Board under the symbol "ZSUN"; and

     C. Whereas,  the  Corporation  has filed a  Registration  Statement on Form
10-SB,  pursuant to Section 12(g) of the Securities  Exchange Act of 1934. As of
the date of this Agreement,  the Registration Statement has become effective but
the  Securities  and  Exchange  Commission  has not yet reached a position of no
further comments.

     D. Whereas,  the Corporation desires to publicize itself with the intention
of  making  its name and  business  better  known  to  shareholders,  investors,
brokerage  houses,   institutional   investors,   analysts  and  other  industry
professionals, and

     E. Whereas, CCEC is willing to accept the Corporation as a client.

     NOW THEREFORE,  in consideration of the mutual covenants herein  contained,
it is agreed:

     1.  ENGAGEMENT.  The  Corporation  hereby  engages  CCEC to  publicize  the
Corporation  to  brokers,   prospective  investors,   institutional   investors,
analysts,  other industry  professionals and shareholders described in Section 2
of this Agreement, and subject to the further provisions of this Agreement. CCEC
hereby  accepts  the  Corporation  as a client  and  agrees to  publicize  it as
described in Section 2 of this Agreement,  but subject to the further provisions
of this Agreement.

     2. MARKETING PROGRAM. Consists of the following components:

          (A) CCEC will review and analyze various aspects of the  Corporation's
     goals and make  recommendations  on feasibility  and achievement of desired
     goals.

          (B) CCEC will review all of the general information and recent filings
     of the  Corporation  and produce a 100,000  piece  direct  mail  package to
     include an 11" X 17" self mailer and an ample number of corporate  profiles
     to provide one profile for each  respondent to the original  mailing,  both
     items to be approved by the Corporation prior to circulation


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          (C) CCEC will  provide  exposure  to its  network of firms and brokers
     that may be interested in  participating  with the Corporation and schedule
     and conduct the necessary  due diligence and obtain the required  approvals
     necessary for those firms to participate. CCEC will also interview and make
     determinations  on any firms or brokers  referred by the  Corporation  with
     regard to their participation.

          (D) At the  Corporation's  request,  CCEC  will  be  available  to the
     Corporation to field any calls from firms and brokers  inquiring  about the
     Corporation.

          (E) CCEC will use its best efforts to obtain the Corporation  exposure
     on radio programming,  in independent  financial  newsletters,  and through
     online fax and Internet broadcast services.

          (F) CCEC will promote the  Corporation  on the Worldwide  Internet via
     CCEC's home web site (www.insidewallstreet.com).  Further CCEC shall create
     banner ads for placement on financial web sites with hyperlinks back to the
     Corporation's  feature  page on CCEC's home web site.  The banner ads shall
     run for four (4) months.

          (G) At the Corporation's request, CCEC shall write, produce and assist
     the Corporation in releasing all press announcements. The Corporation shall
     be solely  responsible  for  paying  all fees  associated  with the  actual
     release(s) through  BusinessWire,  P.R.  Newswire,  or any other comparable
     news dissemination source.

          (H) CCEC will create,  build and continually enhance a fax database of
     all brokers,  investors,  analysts and media contacts who have expressed an
     interest in receiving  on-going  information on the Corporation.  CCEC will
     assist the  Corporation  in setting up an account  with a fax  broadcasting
     agency to manage the actual  broadcasting in the event Corporation does not
     have  this  capability  in-house.  Further,  CCEC  will,  at its  election,
     mass-fax  broadcast  select  releases to its network of U.S.  stockbrokers,
     analysts and institutional investors.

          (I) CCEC will obtain express written  approval from the Corporation on
     all material  produced by CCEC prior to  disseminating  such information to
     the public.

     3. TIME OF PERFORMANCE. Services to be performed under this Agreement shall
commence upon  execution of this  Agreement  and shall  continue for a period of
twelve (12) months.

     4.  COMPENSATION  AND  EXPENSES.  In  consideration  of the  services to be
performed  by  CCEC,  the  Corporation  agrees  to pay  compensation  to CCEC as
follows:

          (A)  Cash   Compensation.   Two   hundred   fifty   thousand   dollars
     ($250,000.00), payable in cash due upon execution of this Agreement.

          (B) Warrants. Warrants entitling CCEC to purchase two hundred thousand
     (200,000) shares of the Corporation's  common stock with the exercise price
     based on 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 execution of
     this Agreement (the "Closing Bid"), and calculated as follows:

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               (i)  Round 1. CCEC 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;

               (ii) Round 2. CCEC 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;

               (iii)Round 3.  CCEC  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

               (iv) Round 4. CCEC 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.

          (C) Terms of Warrant.  The terms and conditions of the Warrant are set
     forth in the Warrant attached hereto as Exhibit 1, and incorporated  herein
     by this reference.

          (D)  Renewal  of  Agreement.  If Rounds 1 and 2 of the  Warrant as set
     forth in section 1.3(a) and (b) of the Warrant, are exercised by CCEC, then
     CCEC shall  automatically  be granted a $250,000,  12 month Client  Service
     Agreement  renewal,  payable  in cash  within  thirty  (30)  days of CCEC's
     exercise  of Round 2 of  warrants  as set  forth in  section  1.3(b) of the
     Warrant.

          (E) Registration  Rights for Warrant Shares.  The shares issuable upon
     exercise of the Warrant  shall be subject to certain  piggyback  and demand
     registration  rights  as set  forth  in that  certain  Registration  Rights
     Agreement, a copy of which is attached hereto as Exhibit 2.

     5.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.   The  Corporation
represents  and warrants to CCEC,  each such  representation  and warranty being
deemed to be material that:

          (A) The  Corporation  will  cooperate  fully and  timely  with CCEC to
     enable CCEC to perform its obligations under this Agreement.

          (B) The execution and performance of this Agreement by the Corporation
     has been duly  authorized by the Board of Directors of the  Corporation  in
     accordance  with  applicable  law,  and,  to the  extent  required,  by the
     requisite number of shareholders of the Corporation;

          (C) The  performance  by the  Corporation  of this  Agreement will not
     violate any applicable court decree, law or regulation, nor will it violate
     any provisions of the  organizational  documents of the  Corporation or any
     contractual obligation by which the Corporation may be bound.
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          (D) The  Corporation  will  promptly  deliver to CCEC a  complete  due
     diligence package to include the most recent annual report to Shareholders,
     and the most recent quarterly report of the Corporation on Form 10-QSB, the
     last six (6) months of press  releases  and all other  relevant  materials,
     including but not limited to corporate reports, brochures, etc.

          (E) The Corporation  will promptly deliver to CCEC a list of names and
     addresses of all shareholders of the Corporation of which it is aware.

          (F) The  Corporation  will promptly  deliver to CCEC a list of brokers
     and market makers of the Corporation's securities which have been following
     the Corporation.

          (G) Because  CCEC will rely on such  information  to be supplied it by
     the Corporation, all such information shall be true, accurate, complete and
     not misleading, in all respects.

          (H) The  Corporation  will act  diligently  and  promptly in reviewing
     materials  submitted to it by CCEC to enhance  timely  distribution  of the
     materials and will inform CCEC of any inaccuracies  contained therein prior
     to the projected publication date.

     6.  DISCLAIMER  BY CCEC.  CCEC WILL BE THE PREPARER OF CERTAIN  PROMOTIONAL
MATERIALS.  CCEC MAKES NO REPRESENTATION THAT (A) ITS SERVICE WILL RESULT IN ANY
ENHANCEMENT  TO THE  COMPANY  (B) THE  PRICE OF THE  COMPANY'S  PUBLICLY  TRADED
SECURITIES  WILL  INCREASE,  (C) ANY  PERSON  WILL  PURCHASE  SECURITIES  IN THE
COMPANY,  OR (D) ANY  INVESTOR  WILL  LEND  MONEY  TO OR  INVEST  IN OR WITH THE
COMPANY.

     7. EARLY  TERMINATION.  If the Corporation fails to cooperate with CCEC, or
fails to make timely payment of the  compensation set forth in Section 4 of this
Agreement CCEC shall have the right to terminate any further  performance  under
this Agreement.  In such event all compensation shall become immediately due and
payable and/or deliverable, and CCEC shall be entitled to receive and retain the
same as liquidated damages, and not as a penalty, in lieu of all other remedies,
the parties  acknowledging and agreeing that it would be too difficult currently
to  determine  the exact  extent  of CCEC's  damage,  but that the  receipt  and
retention of such compensation is reasonable present estimate of such damage.

     8.  LIMITATION  OF CCEC  LIABILITY.  If CCEC fails to perform its  services
hereunder,  its entire liability to the Corporation  shall not exceed the lesser
of (a) the amount of cash  compensation  CCEC has received from the  Corporation
under Section 4 of this  Agreement  and the gain on any sale of shares  issuable
upon exercise of the Warrants,  or (b) the actual damage to the Corporation as a
result  of  such  non-performance.  IN NO  EVENT  WILL  CCEC BE  LIABLE  FOR ANY

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INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY
BY ANY PERSON OR ENTITY  ARISING  FROM OR IN ANY WAY RELATED TO THIS  AGREEMENT,
UNLESS  SUCH  DAMAGES  RESULT   DIRECTLY  OR  INDIRECTLY   FROM   MISSTATEMENTS,
MISREPRESENTATIONS,  OMISSIONS BY CCEC OR FROM THE USE OR PUBLICATION,  BY CCEC,
OF INFORMATION NOT AUTHORIZED IN WRITING BY THE COMPANY, FOR USE OR PUBLICATION.

     9. OWNERSHIP OF MATERIALS.  Upon the initial  payment by the Corporation to
CCEC as set forth in section 4(A) above, all right, title and interest in and to
materials  to be produced by CCEC in  connection  with this  contract  and other
services to be rendered  under this  Agreement  shall be the sole and  exclusive
property of the Corporation.

     10. CONFIDENTIALITY. Until such time as the same may become publicly known,
CCEC agrees that any  information of a confidential  nature will not be revealed
or  disclosed  to any  person  or  entity,  except  in the  performance  of this
Agreement,  and upon  completion of its services and upon written request of the
Corporation all materials and original documentation provided by the Corporation
will be returned to it. CCEC will, however,  require Confidentiality  Agreements
from its own employees and from contractors  CCEC reasonably  believes will come
in contact with confidential material.

     11. NOTICES. All notices,  requests, demands and other communications under
this  Agreement  shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given,  or on the third (3rd)  business day after mailing if mailed to the party
to whom notice is to be given,  by first class mail,  registered  or  certified,
postage prepaid, and properly addressed as follows:

If to the Corporation, addressed to it at:       If to CCEC, addressed to it at:
-----------------------------------------        ------------------------------
Mr. Allen D. Hardman Executive Vice President    Mr. Bruce Elliot
ZiaSun Technologies, Inc.                        195 Wekiva Springs Road
462 Stevens Avenue                               Suite 200
Suite 106                                        Longwood, FL 32779
Solana Beach, CA 92075

     12. 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.

     13. ARBITRATION. Any controversy or claim arising out of or relating to the
Client Service Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the commercial  arbitration rules of the American Arbitration
Association,  and judgment upon the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction thereof.

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     14. MISCELLANEOUS.

          (A) 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 such
     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.

          (B) Currency. In all instances,  references to dollars shall be deemed
     to be United States Dollars.

          (C)  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.

     Executed as of the date and year first above written.

                                             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


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