PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 10th day of June 1999 by and
between Iron Horse Holdings, Incorporated ("IHHI"), a Nevada
Corporation, located at 8635 W. Sahara Ave. Suite 433, Las Vegas,
Nevada, 89117, and Internet Business's International, Inc., a
Nevada corporation ("IBUI"), located at 3900 Birch Street, Suite
111, Newport Beach, California 92660.

THE PARTIES AGREE AS FOLLOWS:

1. Agreement.

1.1 Subject to the terms and conditions of this Agreement, IBUI
agrees to pay at closing $525,000.00 for, IHHI's Internet Service
Provider, LAInternet. com ("LAI"). The  payments will be as
follows; credit on the note that is owed by IHHI to IBUI. This
credit is to be effective June 1, 1999. Any interest that was
owed by IHHI to IBUI on that portion of the credit that is to be
received by IHHI is to be treated as part of the consideration
paid by IBUI for the LAInternet.com an  ISP.

1.2 Closing: The closing shall take place on or before June 10th,
1999 or at such other time and place as IHHI and IBUI mutually
agree upon in writing (which time and place are designated as the
"Closing"). At the Closing, IHHI, shall deliver to IBUI, all
documents necessary to transfer ownership and title to the ISP,
LAI, and all LAI customer lists, all LAI customer accounts, all
LAI customer contracts and paperwork pertaining thereto, LAI
trademarks, LAI and related licenses, LAI software copyrights,
LAI text copyrights, all rights in and to the domain name
lainet.com, LAI and related operating manuals, scripts and
programs, and graphics and words, LAI accounting systems, and the
LAI database.

2.  Representations and Warranties of IHHI

Except as expressly set forth in any Schedule of Exceptions
furnished to the Parties with respect to the subparagraphs
hereof, IHHI hereby represents and warrants to the Parties the
following:

2.1  Organization, Good standing and Qualification: IHHI is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has all requisite
corporate power and authority to carry on its business as now
conducted. IHHI.

2.2  Subsidiaries: IHHI does presently own or control, directly
or indirectly, other interests in other corporations.

2.3  Litigation: There is no action, suit proceeding or
investigation currently threatened against IHHI which questions
the validity of this Agreement or the right of IHHI to enter into
it, or to consummate the transactions contemplated hereby, or
which might result, in the aggregate, in any material adverse
changes in the assets, conditions, affairs or prospects of IHHI.
IHHI is not a party or subject to the provisions of any order,
writ, injunction, judgment or decree of any court or government
agency or instrumentality.

2.4  Title to Property and Assets: IHHI owns its property and
assets free and clear of all mortgages, liens, loans and
encumbrances, except such encumbrances and liens which arise in
the ordinary course of business and which do not materially
impair IHHI's ownership or use of such property or assets. With
respect to the property and assets it leases, IHHI is in
compliance with such leases and, to the best of IHHI's knowledge,
holds a valid leasehold interest free and clear of any liens,
claims, or encumbrances.

2.5  Changes: Since June 1, 1999 there has not been: any change
in the assets, liabilities, financial condition or operating
results of IHHI, except changes in the ordinary course of
business which have not been, in the aggregate, materially
adverse; any damage, destruction or loss, whether or not covered
by insurance, materially and adversely affecting the assets,
properties, financial condition, operating results, prospects or
business of IHHI any waiver by IHHI of a valuable right or
material debt owed to it; any satisfaction or discharge of any
lien, claim or encumbrance or payment of any obligation by IHHI,
except in the ordinary course of business and which is not
material to the assets, properties, financial condition,
operating results or business of IHHI; or any change or amendment
to a material contract or arrangement by which IHHI or any of its
assets or properties is bound or subject.

2.6  Absence of Undisclosed Liabilities: IHHI has no material
liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been disclosed.

2.7  Tax Returns and Audits: IHHI has filed as required, on a
timely basis, all income, franchise and other tax returns and
reports of every nature required to be filed by it, accurately
reflecting any and all operating losses, tax credit carryovers
and carry-backs, and taxes owing to the United States, or any
other government or any subdivision thereto domestic or foreign,
state or local, or any other taxing authority, and has paid in
full all taxes shown on said returns to be due and owing. There
are and hereafter be no tax deficiencies (including penalties and
interest) of any kind assessed against IHHI, with respect to any
taxable periods ending on or before the Closing, other than tax
deficiencies relating solely to an election (or deemed election)
pursuant to Section 338 of the Internal Revenue Code of 1986, as
amended, with respect to the exchange of assets for shares of
stock of IHHI or other transfer of ownership of IHHI occurring on
or prior to the Closing which the Parties hereto agree shall not
be treated as a liability of IHHI or a breach of or a
misstatement in any representation or warranty of IHHI made
herein.

3.  Representations and Warranties of the Parties

Except as expressly set forth in any Schedule of Exceptions
furnished to the IHHI with respect to the subparagraphs hereof,
the Parties hereby, jointly and severally, represent and warrant
to IHHI the following:

3.1  Authorization: All action on the part of the Parties
necessary for the authorization, execution and delivery of this
Agreement, and the performance of all obligations of the Parties
hereunder has been taken or will be taken prior to the Closing,
and this Agreement constitutes a valid and legally binding
obligation of the Parties, enforceable in accordance with its
terms.

3.2  Litigation: There is no action, suit proceeding or
investigation currently threatened against IBUI which questions
the validity of this Agreement or the right of the parties to
enter it, or to consummate the transactions contemplated hereby.

3.3  Good Title: At Closing, IBUI will deliver to IHHI an
acknowledgment with respect to the ISP LAI, that IHHI is the
registered owner, on the books and records of the LAI.

4.  Conditions of the Obligations of IHHI at Closing:

The obligations of IHHI under this Agreement are subject to the
fulfillment on or before the Closing of each of the following
conditions:

4.1  Representations and Warranties of IHHI: The representations
and warranties of IHHI contained in Section 2 hereof shall be as
and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the
date of such Closing.

4.2  Performance by IHHI: IHHI shall have conformed with all
agreements, obligations and conditions contained in this
Agreement to which it is subject on or before Closing.

5.  Conditions of the Obligations of the Parties at Closing.

The obligations of the Parties under this Agreement are subject
to the fulfillment on or before the Closing of each of the
following conditions:

5.1  Representations and Warranties of the Parties: The
representations and warranties of the Parties contained in
Section 3 hereof shall be true on and as of the closing with the
same effect as though such representations and warranties had
been made on and as of the date of such Closing.

5.2 Performance by the Parties: The Parties shall have conformed
with all agreements, obligations and conditions contained in this
Agreement to which they are subject on or before Closing.

6.  Survival of Representations and Warranties and
Indemnification.

6.1  Survival of Representations and Warranties: Not with
standing the Closing of this Agreement, the representations and
warranties of IHHI and the Parties contained in this
agreement shall survive the Closing until the date one (1) year
after the date of the Closing, provided, however, that as to any
breach, or misstatement in, any misrepresentation or warranty as
to which the Parties have given notice to IHHI or has given
notice to the Parties on or prior to the expiration of such (1)
year period, the same shall continue to survive beyond said
period, but only as to the matters contained in such notice.

6.2  Indemnification by IHHI: IHHI covenants and agrees to hold
IBUI harmless from any and all costs, expenses, losses, damages,
and liabilities incurred or suffered directly or indirectly by
IBUI (including reasonable legal fees and costs) proximately
resulting from or attributable to the material breach of, or a
material misstatement in, any one or more of the representations
or warranties of IHHI made in or pursuant to this Agreement. Not
with standing any other provision of this Agreement, the Parties
acknowledge and agree that no representation of IHHI hereunder or
omission from this Agreement or its schedules shall be deemed
materially misleading and no warranty hereunder by IHHI shall be
deemed breached if IBUI have obtained accurate information
regarding the matter prior to Closing.

6.3  Indemnification by IBUI: IBUI jointly and severally covenant
agree to hold IHHI harmless from any and all costs, expenses,
losses, damages, and liabilities incurred or suffers directly or
indirectly by IHHI (including reasonable legal fees and costs)
proximately resulting from or attributable to the material breach
of or a material misstatement in, any one or more of the
representations or warranties of IBUI made in pursuant to this
Agreement. Not with standing any other provision of this
Agreement, IHHI acknowledges and agrees that no representation of
IBUI hereunder or omission from this Agreement or its schedules
shall deemed materially misleading and no warranty hereunder by
IBUI shall be deemed breached if IHHI has obtained accurate
information regarding the matter prior to Closing.

6.4  Defense Against Asserted Claims: If any claim or assertion
of liability is made by a third party against a party indemnified
pursuant to this Section 6 (the "Indemnified Party") based on any
liability or absence of right which, if established, would
constitute a matter for which the Indemnified Party would be
entitled to indemnification by another party hereto (the
"Indemnifying Party") the Indemnified Party shall with reasonable
promptness give to the Indemnifying Party written notice of the
claim or assertion of liability and request the Indemnifying
Party to defend same. The Indemnifying Party shall have the right
to defend against such liability or assertion, in which event the
Indemnifying Party shall give written notice to the Indemnified
Party of the acceptance of defense of such claim and the identity
of counsel selected by the Indemnifying Party with respect of
such matters. The Indemnified Party shall be entitled to
participate with the Indemnifying Party in such defense and also
shall be entitled at its option to employ separate counsel for
such defense at the expense of the Indemnified Party. In the
event the Indemnifying Party does not accept the defense of the
matter as provided above or in the event that the Indemnifying
Party or its counsel fails to use reasonable care in maintaining
such defense, the Indemnified Party shall have the right to
employ counsel for such defense at the expense of the
Indemnifying Party. All Parties hereto will cooperate with each
other in the defense of any such action and the relevant records
of each shall be available to the other with respect to such
defense.

7.  Miscellaneous

7.1  Successors and Assigns: The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of IHHI and the Parties,
respectively. Nothing in this Agreement, express or implied, is
intended to confer upon any Party other than the Parties hereto
or their respective successors and assigns rights, remedies,
obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

7.2  Governing Laws: The laws of the state of Nevada shall govern
the rights and liabilities of the Parties to this Agreement and
the validity, construction, and interpretation thereof

7.3  Counterparts: This Agreement may be executed in two or more
countertops, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

7.4  Titles and Subtitles: The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing this Agreement.

7.5  Notices: Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the Party to be
notified or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to
the Party to be notified at the address indicated for such Party
in this Agreement, which is incorporated herein by references, or
at such other address as such party may designate by ten (10)
days advance written notice to the other parties.

7.6  Finders' Fee: Each party represents that it neither is nor
will be obligated for any finders' fee nor commission in
connection with this transaction, other then those already agreed
to.

7.7  Expenses: Each party shall pay its or his respective costs
and expenses incurred with respect to the negotiation, execution,
delivery and performance of this Agreement.

7.8  Joint and Several: Whenever any party undertakes any joint
and several covenant, agreement, representation, warranty, waiver
and/or other obligation under this Agreement, the breach by any
party to the joint and several undertaking shall be deemed to be
breached by all Parties to that undertaking and any Party
aggrieved by any such breach may proceed at its sole and absolute
discretion against any one or more or all of the Parties bound by
that joint and several undertaking.

7.9  Amendments and Waivers: Any term of this Agreement may be
amended and the observance of any terms of this Agreement may be
waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of
all Parties hereto.

7.10  Severability: If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement
effective the 10th day of June 1999.

INTERNET BUSINESS'S INTERNATIONAL, INC.
(A Delaware Corporation)


/s/  Arnold Sock
By: Arnold Sock, President

IRON HORSE HOLDINGS INCORPORATED
(A Nevada Corporation)


/s/  James Wilson
By: James Wilson, President