and -

                                   AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

     This  Agreement  made and  executed  this 12th day of February  1999 by and
between:

               ZIASUN  TECHNOLOGIES,  INC., a  corporation  duly  organized  and
          existing under the laws of the State of Nevada,  U.S.A., with business
          address at 00000 Xxxx Xxxxx  Xxxxx,  0xx Xxxxx,  Xxx Xxxxx,  XX 00000,
          represented  herein  by its duly  authorized  President  and CEO,  Xx.
          Xxxxxxx X. Xxxxx, hereinafter referred to as "ZiaSun";

                                     - and -

               GLOBAL DIRECT MARKETING LIMITED, a corporation duly organized and
         existing  under the laws of the British Virgin  Islands,  with business
         address at 00 Xxxxxxx Xxxxx,  #00-00 X.X.X. Xxxxx #0, Xxxxxxxxx 000000,
         represented  herein by its duly  authorized  representative,  Mr.  Xxxx
         X'Xxxxxx, hereinafter referred to as "Global Direct;


                                WITNESSETH: That

     WHEREAS,  Global Direct is engaged in the business of packaging,  arranging
and marketing investments and credit facilities;

     WHEREAS,  ZiaSun expressed  interest in acquiring  on-going  concerns which
will compliment and enhance its main line of business;

     WHEREAS,  Global Direct  introduced and referred ZiaSun to Online Investors
Advantage Incorporated, a Utah registered corporation hereinafter referred to as
"Online Investors", for possible acquisition;

     WHEREAS,  the parties  desire to define the  services to be provided by and
the  compensation to be paid to Global Direct in connection with the referral of
the proposed acquisition by ZiaSun of Online Investors;

     NOW THEREFORE,  for and in  consideration  of the foregoing  premises,  the
parties hereto agree as follows:


     Section 1 REFERRAL - Ziasun  acknowledges that Global Direct introduced and
referred Ziasun to Online Investors for possible acquisition.

     Section 2. SERVICES - Global Direct shall assist ZiaSun in negotiating  for
the  possible  acquisition  of all  the  outstanding  capital  stock  of  Online
Investors.  The services by Global Direct shall include,  but not be limited to,
the following:

     (a)  assign an individual or team that will assist the  representatives  of
          ZiaSun in negotiating with the representatives of Online Investors;

     (b)  provide the  logistics,  liaison and support which may be necessary in
          the course of negotiations by ZiaSun with Online Investors;

     (c)  cause the  preparation of all documents  which may be required for the
          acquisition; and

     (d)  provide all other  services and  assistance  which may be necessary to
          ensure that ZiaSun obtains the most favorable terms and conditions.


     Section 3.  COMPENSATION - For and in  consideration of the referral of and
the services to be provided by Global  Direct,  Ziasun  shall pay Global  Direct
Seventy Five  Thousand  (75,000)  shares of  restricted  common stock of Ziasun:
Provided,  That the  referral  and  services  of  Global  Direct  result  in the
consummation of the  acquisition by ZiaSun of all the outstanding  capital stock
of Online Investors. The said shares are to be issued exactly 9 months after the
actual acquisition date.

     Section 4. EXPENSES - The  compensation set forth in Section 3 hereof shall
be full,  complete and final settlement to Global Direct. All expenses which may
be incurred by Global Direct in the course of providing  the services  hereunder
shall be for the sole account of and paid by Global Direct.

     Section  5.  AMENDMENTS  - The  written  consent  of the  parties  shall be
required for an amendment or any waiver of the provisions of this Agreement.

     Section  6.  ASSIGNMENT  - No party  shall have the right to  transfer  its
rights or obligations  hereunder  without the prior written consent of the other
party.
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     Section  7.  ENTIRE  AGREEMENT  - This  Agreement  constitutes  the  entire
agreement  of the parties with  respect to the subject  matter  hereof and shall
supersede any prior expressions of intent or understanding  with respect to this
transaction.

     IN WITNESS  WHEREOF,  the parties  hereto set their hands on the date first
stated above.



ZIASUN TECHNOLOGIES, INC.                    GLOBAL DIRECT
                                             MARKETING LIMITED

By: /S/ Xxxxxxx X. Xxxxx                     By: /S/ Xxxx X'Xxxxxx
-------------------------                    ---------------------------------
XXXXXXX X. XXXXX                             XXXX X'XXXXXX


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