STOCK PURCHASE AGREEMENT

      THIS AGREEMENT (this  "Agreement"),  entered into as of the 29 day of June
2005,  is made by and among  those  individuals  set forth on  Exhibit 1 annexed
hereto (each a "Seller" or collectively  the "Sellers"),  and those  individuals
set forth on  Exhibit 1 annexed  hereto  (each a  "Buyer"  or  collectively  the
"Buyers").

      WHEREAS,  the Sellers own an aggregate of 2,475,000 shares of common stock
of IBHAS  TECHNOLOGIES  INC.  ("IBHAS" or the "Company"),  a Nevada  corporation
traded   on   the   National   Association   of   Securities   Dealers,   Inc.'s
Over-the-Counter Bulletin Board System and are prepared to sell 2,100,000 shares
of such common  stock (the  "Shares"),  such Shares  representing  approximately
76.6% of the issued and  outstanding  shares of the common stock of the Company;
and

      WHEREAS, Sellers desire to sell to Buyer, and Buyer wishes to purchase the
Shares from Sellers,  the Shares,  pursuant to the terms and  conditions of this
Agreement; and

      WHEREAS,  the Company  desires to facilitate  the  transactions  set forth
herein.

      NOW, THEREFORE,  in consideration of the  representations,  warranties and
agreements set forth herein, the parties hereto hereby agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

 1.1 Definitions. In this Agreement the following terms will have the following
                                    meanings:

      (a)   "Agreement" means this Stock Purchase Agreement;

      (b)   "Closing"  means  the  completion,  on  the  Closing  Date,  of  the
            transactions  contemplated  hereby  in  accordance  with  Article  7
            hereof;

      (c)   "Closing Date" means the date hereof;

      (d)   "Place of Closing"  means the  offices of  Sichenzia  Ross  Friedman
            Ference LLP, or such other place as the parties  hereto may mutually
            agree upon;

      (e)   "IBHAS Accounts Payable and Liabilities"  means all accounts payable
            and liabilities of IBHAS, due and owing or otherwise  constituting a
            binding  obligation of IBHAS (other than a IBHAS Material  Contract)
            as of the Closing Date as set forth is Schedule "A" hereto;

      (f)   "IBHAS Accounts  Receivable" means all accounts receivable and other
            debts  owing  to  IBHAS,  as of the  Closing  Date as set  forth  in
            Schedule "B" hereto;

      (g)   "IBHAS  Assets"  means  all the  property  and  assets  of the IBHAS
            Business of every kind and description  wherever situated including,
            without limitation, IBHAS Equipment, IBHAS Inventory, IBHAS Material
            Contracts,  IBHAS Accounts Receivable,  IBHAS Cash, IBHAS Intangible
            Assets and IBHAS  Goodwill,  and all credit cards,  charge cards and
            banking cards issued to IBHAS;

      (h)   "IBHAS Bank Accounts" means all of the bank accounts, lock boxes and
            safety  deposit boxes of IBHAS or relating to the IBHAS  Business as
            set forth in Schedule "C" hereto;

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                                      -2-


      (i)   "IBHAS  Business"  means all aspects of any  business  conducted  by
            IBHAS;

      (j)   "IBHAS  Cash"  means all cash on hand or on deposit to the credit of
            IBHAS on the Closing Date;

      (k)   "IBHAS  Common  Shares"  means the  shares  of  common  stock in the
            capital of IBHAS;

      (l)   "IBHAS Debt to Related Parties" means the debts owed by IBHAS to any
            affiliate, director or officer of IBHAS as described in Schedule "E"
            hereto;

      (m)   "IBHAS  Equipment" means all machinery,  equipment,  furniture,  and
            furnishings  owned leased or used in the IBHAS Business,  including,
            without  limitation,   the  items  more  particularly  described  in
            Schedule "E" hereto;

      (n)   "IBHAS  Financial  Statements"  means,  collectively,  the unaudited
            financial  statements  of IBHAS for the  three  month  period  ended
            December 31, 2004 and if available,  audited consolidated  financial
            statements  of IBHAS for the  fiscal  year ended  March 31,  2005 as
            filed on EDGAR;

      (o)   "IBHAS Goodwill" means the goodwill of the IBHAS Business  including
            the right to all  corporate,  operating  and trade names  associated
            with the IBHAS Business,  or any variations of such names as part of
            or in connection with the IBHAS Business,  all books and records and
            other  information  relating to the IBHAS  Business,  all  necessary
            licenses and  authorizations and any other rights used in connection
            with the IBHAS Business;

      (p)   "IBHAS Insurance  Policies" means the public liability insurance and
            insurance  against  loss or damage to the IBHAS Assets and the IBHAS
            Business as described in Schedule "G" hereto;

      (q)   "IBHAS  Intangible  Assets"  means all of the  intangible  assets of
            IBHAS,   including,   without   limitation,   IBHAS  Goodwill,   all
            trademarks,  logos, copyrights,  designs, and other intellectual and
            industrial property of IBHAS;

      (r)   "IBHAS  Inventory"  means all  inventory  and  supplies of the IBHAS
            Business as of the Closing Date as set forth in Schedule "H" hereto;

      (s)   "IBHAS Material  Contracts"  means the burden and benefit of and the
            right,  title and  interest  of IBHAS in, to and under all trade and
            non-trade contracts,  engagements or commitments, whether written or
            oral,  to which IBHAS is entitled  whereunder  IBHAS is obligated to
            pay or  entitled  to  receive  the sum of $5,000 or more  including,
            without  limitation,  any pension plans, profit sharing plans, bonus
            plans,  loan  agreements,   security  agreements,   indemnities  and
            guarantees,  any  agreements  with  employees,  lessees,  licensees,
            managers,  accountants,  suppliers, agents, distributors,  officers,
            directors,  attorneys or others which cannot be  terminated  without
            liability on not more than one month's  notice,  and those contracts
            listed in Schedule "J" hereto; and

      (t)   "Shares" shall have the meaning set forth in the Recitals.

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                                      -3-


      Any other terms defined  within the text of this  Agreement  will have the
meanings so ascribed to them.

1.2 Captions and Section  Numbers.  The headings and section  references in this
Agreement are for  convenience  of reference only and do not form a part of this
Agreement and are not intended to interpret,  define or limit the scope,  extent
or intent of this Agreement or any provision thereof.

1.3 Section References and Schedules.  Any reference to a particular  "Article",
"section",  "paragraph",  "clause"  or other  subdivision  is to the  particular
Article,  section,  clause  or  other  subdivision  of  this  Agreement  and any
reference to a Schedule by letter will mean the appropriate Schedule attached to
this Agreement and by such reference the  appropriate  Schedule is  incorporated
into and made part of this Agreement.

1.4  Severability of Clauses.  If any part of this Agreement is declared or held
to be invalid for any reason,  such  invalidity  will not affect the validity of
the  remainder  which will continue in full force and effect and be construed as
if this  Agreement  had been  executed  without the invalid  portion,  and it is
hereby declared the intention of the parties that this Agreement would have been
executed  without  reference  to any  portion  which  may,  for any  reason,  be
hereafter declared or held to be invalid.

                                    ARTICLE 2
                                PURCHASE AND SALE

2.1 Transfer of Shares. The Sellers hereby sell, assign,  transfer and convey to
the Buyers,  and the Buyers hereby purchase and accept from the Sellers,  all of
the Shares, free and clear of all encumbrances,  liens,  charges and claims. The
Buyers  acknowledge  that the Shares are  restricted  and that the transfer will
create a new restricted  period under Rule 144 promulgated  under the Securities
Act (defined below).

2.2 Purchase  Price;  Payment.  The purchase price for the Shares is One Hundred
Fifty Thousand  Dollars  ($150,000) (the "Purchase  Price") and shall be paid by
Buyer  to the  Sellers  on the  date  hereof  by wire  transfer  of  immediately
available funds or bank or certified check in accordance with Exhibit 1.

                                    ARTICLE 3
                 SELLERS' AND IBHAS' REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties.  The Sellers jointly and severally represent
and  warrant in all  material  respects  to the Buyer,  with the intent that the
Buyer will rely thereon in entering  into this  Agreement  and in approving  and
completing the transactions contemplated hereby, that:

The Sellers

      (a)   Power  and  Capacity.  Each  Seller  has the  power,  authority  and
            capacity  to  enter  into  this  Agreement  and  to  consummate  the
            transactions  contemplated  hereby. This Agreement  constitutes each
            Seller's  valid,  legal and binding  obligation  and is  enforceable
            against such Seller in accordance with its terms, subject,  however,
            as to enforcement, to bankruptcy,  insolvency,  fraudulent transfer,
            moratorium and similar laws of general applicability  relating to or
            affecting  creditors'  rights and to general  principles  of equity,
            regardless of whether such enforceability is considered in equity or
            at law;

      (b)

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                                      -4-


IBHAS - Corporate Status and Capacity

      (c)   Incorporation.  IBHAS is a corporation duly incorporated and validly
            subsisting  under  the laws of the State of  Nevada,  and is in good
            standing  with the office of the Secretary of State for the State of
            Nevada;

      (d)   Carrying on Business.  IBHAS does not  currently  conduct  business,
            except  for the  actual  operations  of the  corporation,  which are
            carried  on in the State of  Nevada  and does not carry on any other
            material business activity in any other jurisdictions. IBHAS is duly
            authorized  to carry on such  business  in the State of Nevada.  The
            nature of the IBHAS  Business  does not require IBHAS to register or
            otherwise   be   qualified   to  carry  on  business  in  any  other
            jurisdictions;

      (e)   Corporate  Capacity.  IBHAS has the  corporate  power,  capacity and
            authority to own the IBHAS Assets;

      (f)   Reporting Status; Listing. IBHAS is required to file current reports
            with the  Securities  and  Exchange  Commission  pursuant to section
            15(d) of the Securities  Exchange Act of 1934 (the "Exchange  Act"),
            IBHAS  Common  Shares  are  quoted on the  National  Association  of
            Securities Dealers,  Inc.'s  Over-the-Counter  Bulletin Board System
            (the "OTC Bulletin  Board").  Except as set forth on Schedule 3.1(f)
            hereto, IBHAS has filed all reports required to be filed by it under
            the  Exchange  Act,  including  pursuant  to Section  13(a) or 15(d)
            thereof,  for the two  years  preceding  the  date  hereof  (or such
            shorter  period  as the  IBHAS  was  required  by law to  file  such
            material) (the foregoing  materials being  collectively  referred to
            herein as the "SEC  Documents") and, while not having filed all such
            SEC  Documents  prior  to the  expiration  of any  extension(s),  is
            nevertheless  current  with  respect  to  its  Exchange  Act  filing
            requirements.  As of  their  respective  dates,  the  SEC  Documents
            complied  in all  material  respects  with the  requirements  of the
            Securities Act of 1933 (the  "Securities  Act") and the Exchange Act
            and  the  rules  and  regulations  of  the  Commission   promulgated
            thereunder,  as  applicable,  and none of such SEC  Documents,  when
            filed,  contained any untrue statement of a material fact or omitted
            to state a material fact required to be stated  therein or necessary
            in  order  to  make  the   statement   therein,   in  light  of  the
            circumstances  under  which  they were  made,  not  misleading.  All
            material  agreements  to which  IBHAS  is a party  or to  which  the
            property  or  assets of IBHAS are  subject  have been  appropriately
            filed as exhibits to the SEC Documents as and to the extent required
            under the Exchange Act. The financial  statements of IBHAS  included
            in the SEC Documents comply in all material respects with applicable
            accounting   requirement  and  the  rules  and  regulations  of  the
            Commission  with respect thereto as in effect at the time of filing,
            were prepared in accordance with GAAP applied on a consistent  basis
            during the periods involved (except as may be indicated in the notes
            thereto,  or, in the case of  unaudited  statements  as permitted by
            Form 10-Q of the  Commission),  and fairly  present in all  material
            respects  (subject in the case of unaudited  statements,  to normal,
            recurring audit adjustments) the financial position of IBHAS and the
            results of its operations and cash flows for the periods then ended.
            IBHAS' Common Stock is listed on the OTC Bulletin Board and,  except
            as set  forth on  Schedule  3.1(f),  IBHAS is not aware of any facts
            which would make IBHAS' Common Stock ineligible for quotation on the
            OTC Bulletin Board;

IBHAS - Capitalization

      (g)   Authorized  Capital.  The  authorized  capital of IBHAS  consists of
            25,000,000 IBHAS Common Shares, $0.001 par value, of which 2,740,000
            IBHAS Common Shares are presently issued and outstanding;

<PAGE>
                                      -5-


      (h)   No Option. No person, firm or corporation has any agreement, warrant
            or option or any right  capable of becoming an  agreement  or option
            for the  acquisition  of IBHAS  Common  Shares or for the  purchase,
            subscription  or  issuance  of  any of the  unissued  shares  in the
            capital of IBHAS;

IBHAS - Records and Financial Statements

      (i)   Charter  Documents.  The  charter  documents  of IBHAS have not been
            altered since its incorporation, except as filed in the record books
            of IBHAS;

      (j)   Corporate  Minute  Books.  The  corporate  minute books of IBHAS are
            complete  and  each  of the  minutes  contained  therein  accurately
            reflect  the  actions  that  were  taken at a duly  called  and held
            meeting or by  consent  without a  meeting.  All  actions by IBHAS ,
            which required  director or shareholder  approval,  are reflected on
            the corporate  minute books of IBHAS . IBHAS are not in violation or
            breach  of,  or in  default  with  respect  to,  any  term of  their
            respective   Certificates   of   Incorporation   (or  other  charter
            documents) or by-laws.

      (k)   IBHAS Financial  Statements.  The IBHAS Financial Statements present
            fairly,  in  all  material  respects,  the  assets  and  liabilities
            (whether accrued, absolute,  contingent or otherwise) of IBHAS, on a
            consolidated  basis,  as of the respective  dates  thereof,  and the
            sales and earnings of the IBHAS Business  during the periods covered
            thereby,  in  all  material  respects  and  have  been  prepared  in
            substantial accordance with generally accepted accounting principles
            consistently applied;

      (l)   IBHAS  Accounts  Payable  and  Liabilities.  There  are no  material
            liabilities,  contingent  or  otherwise,  of  IBHAS  which  are  not
            disclosed in Schedule "A" hereto or reflected in the IBHAS Financial
            Statements  except those incurred in the ordinary course of business
            since  the  date  of the  said  schedule  and  the  IBHAS  Financial
            Statements, and neither IBHAS have guaranteed or agreed to guarantee
            any debt,  liability  or other  obligation  of any  person,  firm or
            corporation.  Without limiting the generality of the foregoing,  all
            accounts payable and liabilities of IBHAS as of the Closing Date;

      (m)   IBHAS Accounts Receivable.  All the IBHAS Accounts Receivable result
            from bona fide business  transactions and services actually rendered
            without,  to the  knowledge  and  belief of IBHAS,  any claim by the
            obligor for set-off or counterclaim;

      (n)   IBHAS Bank Accounts. All of the IBHAS Bank Accounts, their location,
            numbers and the authorized  signatories  thereto are as set forth in
            Schedule "C" hereto;

      (o)   No Debt to Related  Parties.  Except as  disclosed  in Schedule  "D"
            hereto,  IBHAS  is  not,  and on  the  Closing  Date  will  not  be,
            materially  indebted to any affiliate,  director or officer of IBHAS
            except   accounts   payable  on   account  of  bona  fide   business
            transactions  of  IBHAS  incurred  in  normal  course  of the  IBHAS
            Business,  including employment  agreements,  none of which are more
            than 30 days in arrears;

      (p)   No Related Party Debt to IBHAS.  No director or officer or affiliate
            of IBHAS is now  indebted to or under any  financial  obligation  to
            IBHAS on any account  whatsoever,  except for advances on account of
            travel and other expenses not exceeding $5,000 in total;

<PAGE>
                                      -6-


      (q)   No Dividends.  Except as set forth on Schedule 3.1(q),  no dividends
            or other  distributions  on any shares in the  capital of IBHAS have
            been made,  declared or authorized since the date of IBHAS Financial
            Statements;

      (r)   No Payments.  Except as set forth on Schedule 3.1(r), no payments of
            any kind have been  made or  authorized  since the date of the IBHAS
            Financial  Statements  to  or  on  behalf  of  officers,  directors,
            shareholders   or  employees  of  IBHAS  or  under  any   management
            agreements  with IBHAS,  except payments made in the ordinary course
            of business and at the regular rates of salary or other remuneration
            payable to them;

      (s)   No  Pension  Plans.  There are no  pension,  profit  sharing,  group
            insurance  or similar  plans or other  deferred  compensation  plans
            affecting IBHAS ;

      (t)   No Adverse Events. Since the date of the IBHAS Financial Statements

            (i)   there  has  not  been  any  material  adverse  change  in  the
                  financial  position or condition of IBHAS,  its liabilities or
                  the  IBHAS  Assets  or any  damage,  loss or other  change  in
                  circumstances  materially  affecting IBHAS, the IBHAS Business
                  or the  IBHAS  Assets  or  IBHAS'  right to carry on the IBHAS
                  Business,  other  than  changes  in  the  ordinary  course  of
                  business,

            (ii)  there  has not been  any  damage,  destruction,  loss or other
                  event  (whether or not covered by  insurance)  materially  and
                  adversely  affecting  IBHAS,  the IBHAS  Business or the IBHAS
                  Assets,

            (iii) there has not been any material  increase in the  compensation
                  payable  or to  become  payable  by  IBHAS  to any  of  IBHAS'
                  officers,  employees  or  agents  or  any  bonus,  payment  or
                  arrangement made to or with any of them,

            (iv)  the IBHAS  Business has been and continues to be carried on in
                  the ordinary course,

            (v)   IBHAS has not  waived  or  surrendered  any right of  material
                  value,

            (vi)  IBHAS  has not  discharged  or  satisfied  or paid any lien or
                  encumbrance  or  obligation  or  liability  other than current
                  liabilities in the ordinary course of business, and

            (vii) no capital  expenditures  in excess of $5,000  individually or
                  $10,000 in total have been authorized or made.

IBHAS - Income Tax Matters

      (u)   Tax Returns. All tax returns and reports of IBHAS required by law to
            be filed have been filed and are true, complete and correct, and any
            taxes  payable in  accordance  with any return  filed by IBHAS or in
            accordance with any notice of assessment or  reassessment  issued by
            any taxing authority have been so paid;

<PAGE>
                                      -7-


      (v)   Current Taxes.  Adequate provisions have been made for taxes payable
            for the current period for which tax returns are not yet required to
            be filed and there are no agreements, waivers, or other arrangements
            providing for an extension of time with respect to the filing of any
            tax  return  by, or  payment  of,  any tax,  governmental  charge or
            deficiency  by  IBHAS.  IBHAS  is not  aware of any  contingent  tax
            liabilities  or  any  grounds  which  would  prompt  a  reassessment
            including  aggressive  treatment  of income and  expenses  in filing
            earlier tax returns;

IBHAS - Applicable Laws and Legal Matters

      (w)   Licenses.  IBHAS holds all  licenses and permits as may be requisite
            for  carrying  on the IBHAS  Business  in the manner in which it has
            heretofore  been  carried on,  which  licenses and permits have been
            maintained  and  continue to be in good  standing  except  where the
            failure to obtain or maintain  such  licenses  or permits  would not
            have a material adverse effect on the IBHAS Business;

      (x)   Applicable  Laws. IBHAS has not been charged with or received notice
            of breach of any laws, ordinances,  statutes, regulations,  by-laws,
            orders or decrees to which they are  subject or which  apply to them
            the violation of which would have a material  adverse  effect on the
            IBHAS Business (greater than $2,500),  and IBHAS is not in breach of
            any  laws,  ordinances,  statutes,  regulations,  bylaws,  orders or
            decrees  the  contravention  of which  would  result  in a  material
            adverse impact on the IBHAS Business;

      (y)   Pending or Threatened Litigation. There is no material (greater than
            $2,500)  litigation or  administrative  or  governmental  proceeding
            pending or, to Sellers' or IBHAS' knowledge,  threatened  against or
            relating to IBHAS,  the IBHAS  Business,  or any of the IBHAS Assets
            nor does IBHAS has any knowledge of any  deliberate  act or omission
            of IBHAS that would form any  material  basis for any such action or
            proceeding;

      (z)   No  Bankruptcy.  IBHAS  has not made  any  voluntary  assignment  or
            proposal under applicable laws relating to insolvency and bankruptcy
            and no bankruptcy petition has been filed or presented against IBHAS
            and  no  order  has  been  made  or  a  resolution  passed  for  the
            winding-up, dissolution or liquidation of IBHAS ;

      (aa)  Labor  Matters.  IBHAS  is not  party  to any  collective  agreement
            relating  to the  IBHAS  Business  with  any  labor  union  or other
            association  of employees and no part of the IBHAS Business has been
            certified as a unit appropriate for collective bargaining or, to the
            knowledge of IBHAS, has made any attempt in that regard;


      (bb)  Finder's  Fees.  IBHAS is not party to any agreement  which provides
            for the  payment of  brokerage  fees,  commissions  or other fees or
            amounts  which  are or may  become  payable  to any  third  party in
            connection with the execution and delivery of this Agreement and the
            transactions contemplated herein

Execution and Performance of Agreement

      (cc)  Authorization and Enforceability. The completion of the transactions
            contemplated  hereby,  have been duly and validly  authorized by all
            necessary corporate action on the part of IBHAS;

      (dd)  No  Violation  or Breach.  The  execution  and  performance  of this
            Agreement will not:

<PAGE>
                                      -8-


            (i)   Violate the charter documents of IBHAS or result in any breach
                  of, or default under,  any loan agreement,  mortgage,  deed of
                  trust, or any other agreement to which IBHAS is a party,

            (ii)  Give any person any right to terminate or cancel any agreement
                  including,  without limitation,  the IBHAS Material Contracts,
                  or any right or rights enjoyed by IBHAS,

            (iii) Result  in any  alteration  of  IBHAS'  obligations  under any
                  agreement  to  which  IBHAS  is  a  party  including,  without
                  limitation, the IBHAS Material Contracts,

            (iv)  Result in the creation or imposition of any lien,  encumbrance
                  or  restriction  of any nature  whatsoever in favor of a third
                  party upon or against the IBHAS Assets,

            (v)   Result  in  the  imposition  of any  tax  liability  to  IBHAS
                  relating to the IBHAS Assets, or

            (vi)  Violate any court order or decree to which IBHAS is subject;

IBHAS Assets - Ownership and Condition

      (ee)  Business  Assets.  The IBHAS Assets comprise all of the property and
            assets  of  the  IBHAS  Business,  and  no  other  person,  firm  or
            corporation  owns any assets  used by IBHAS in  operating  the IBHAS
            Business,   whether  under  a  lease,   rental  agreement  or  other
            arrangement, other than as disclosed in Schedules "E" or "H" hereto;

      (ff)  Title. IBHAS are the legal and beneficial owner of the IBHAS Assets,
            free and clear of all mortgages,  liens, charges,  pledges, security
            interests,  encumbrances or other claims whatsoever, save and except
            as disclosed in Schedules "E" or "H" hereto;

      (gg)  No Option.  No person,  firm or  corporation  has any  agreement  or
            option or a right  capable of becoming an agreement for the purchase
            of any of the IBHAS Assets;

      (hh)  IBHAS  Insurance  Policies.  IBHAS  maintain  the  public  liability
            insurance and  insurance  against loss or damage to the IBHAS Assets
            and the IBHAS Business as described in Schedule "G" hereto;

      (ii)  IBHAS Material  Contracts.  The IBHAS Material  Contracts  listed in
            Schedule "I" constitute all of the material contracts of IBHAS ;

      (jj)  No  Default.  There  has  not  been  any  default  in  any  material
            obligation of IBHAS or any other party to be performed  under any of
            the IBHAS Material Contracts,  each of which is in good standing and
            in full force and  effect and  unamended  (except  as  disclosed  in
            Schedule "I"  hereto),  and IBHAS is not aware of any default in the
            obligations  of  any  other  party  to any  of  the  IBHAS  Material
            Contracts;

      (kk)  No Compensation on Termination. There are no agreements, commitments
            or understandings relating to severance pay or separation allowances
            on termination of employment of any employee of IBHAS.  IBHAS is not
            obliged to pay benefits or share  profits  with any  employee  after
            termination of employment except as required by law;

<PAGE>
                                      -9-


IBHAS Assets - IBHAS Equipment

      (ll)  IBHAS Equipment. The IBHAS Equipment has been maintained in a manner
            consistent  with  that  of  a  reasonably  prudent  owner  and  such
            equipment is in good working condition;

IBHAS Assets - IBHAS Goodwill and Other Assets

      (mm)  IBHAS Goodwill. IBHAS does not carry on the IBHAS Business under any
            other business or trade names.  IBHAS does not have any knowledge of
            any  infringement by IBHAS of any patent,  trademarks,  copyright or
            trade secret;

IBHAS Business

      (nn)  Maintenance  of  Business.  Since  the date of the  IBHAS  Financial
            Statements,  IBHAS has not entered  into any  material  agreement or
            commitment  except in the  ordinary  course and except as  disclosed
            herein;

      (oo)  IBHAS  does not own any  subsidiaries  and does not  otherwise  own,
            directly  or  indirectly,  any  shares  or  interest  in  any  other
            corporation, partnership, joint venture or firm; and

IBHAS - Shares

      (pp)  Shares.  The Shares  when  delivered  to the Buyer  shall be validly
            issued and outstanding as fully paid and  non-assessable  shares and
            the Shares  shall be  transferable  upon the books of IBHAS,  in all
            cases subject to the provisions and  restrictions  of all applicable
            securities laws.

3.2 Survival. The representations and warranties of the Sellers contained herein
will  be  true  at  and  as  of  the  date  hereof  in  all  material  respects.
Notwithstanding  the completion of the  transactions  contemplated  hereby,  the
waiver of any condition  contained herein (unless such waiver expressly releases
a party from any such  representation or warranty) or any investigation  made by
the Buyer, the  representations  and warranties of the Sellers shall survive the
Closing and be  effective  for a period of twenty four (24) months from the date
hereof.

3.3  Indemnity.  The Sellers agree to indemnify and save harmless the Buyer from
and  against  any  and  all  claims,  demands,   actions,  suits,   proceedings,
assessments,  judgments,  damages,  costs,  losses and  expenses,  including any
payment made in good faith in settlement  of any claim  (subject to the right of
the Sellers to defend any such claim),  resulting from the breach by them of any
representation   or   warranty   made   under   this   Agreement   or  from  any
misrepresentation  in or  omission  from any  certificate  or  other  instrument
furnished  or to be  furnished  by IBHAS to the Buyer  hereunder  (collectively,
"Losses").

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

4.1  Representations  and Warranties.  The Buyer  represents and warrants in all
material  respects  to  IBHAS,  with the  intent  that it will rely  thereon  in
entering into this Agreement and in approving and  completing  the  transactions
contemplated hereby, that:

<PAGE>
                                      -10-


      (a)   Power and Capacity.  Buyer has the power,  authority and capacity to
            enter  into  this  Agreement  and  to  consummate  the  transactions
            contemplated hereby. This Agreement constitutes Buyer's valid, legal
            and binding  obligation and is enforceable  against it in accordance
            with its terms, subject, however, as to enforcement,  to bankruptcy,
            insolvency,  fraudulent  transfer,  moratorium  and similar  laws of
            general applicability relating to or affecting creditors' rights and
            to  general  principles  of  equity,   regardless  of  whether  such
            enforceability is considered in equity or at law;

      (b)   No Conflict. Neither the execution and delivery of this Agreement by
            Buyer,  nor compliance  with any of the provisions  hereof,  nor the
            consummation  of the  transactions  contemplated  hereby,  will: (a)
            result  in a  default,  or give  rise to any  right of  termination,
            cancellation or acceleration, under any term, condition or provision
            of any contract or other  instrument or obligation to which Buyer is
            a party or by which its  assets  may be bound;  or (b)  violate  any
            order, writ, injunction or decree applicable to Buyer, or any of its
            properties or assets.

      (c)   Legal Proceedings, Etc. There is no legal, equitable, administrative
            or  arbitration  action,  suit,  proceeding  or known  investigation
            pending  or  threatened  against  or  affecting  Buyer.  There is no
            judgment,   decree,   injunction,   rule  or  order  of  any  court,
            governmental  department,  commission,  agency,  instrumentality  or
            arbitrator  outstanding  against Buyer and there is no basis for any
            action, suit, proceeding or investigation against Buyer.

      (d)   Investment  Purpose.  Buyer is  purchasing  the  Shares  for its own
            account,  for  investment  purposes  only, and without the intent to
            distribute such Shares. Buyer understands that the Shares may not be
            offered  or  sold  except  pursuant  to  an  effective  registration
            statement  under the  Securities  Act or  pursuant  to an  available
            exemption from, or in a transaction not subject to, the registration
            requirements of the Securities Act and in accordance with applicable
            state  securities  laws.  Buyer  understands  that  the  Shares  are
            "restricted  securities"  within the  meaning of Rule  144(3) of the
            Securities  Act and may not be resold  publicly under Rule 144 until
            certain holding period and other requirements are met.

4.2 Survival.  The  representations and warranties of the Buyer contained herein
will be true at and as of  Closing  in all  material  respects  as  though  such
representations  and warranties were made as of such time.  Notwithstanding  the
completion of the transactions  contemplated hereby, the waiver of any condition
contained  herein (unless such waiver  expressly  releases a party from any such
representation  or  warranty)  or any  investigation  made by the  Sellers,  the
representations  and  warranties  of the Buyer shall  survive the Closing and be
effective for a period of twenty four (24) months from the date hereof.

4.3  Indemnity.  The Buyer agrees to indemnify and save harmless the Sellers and
IBHAS from and against any and all claims, demands, actions, suits, proceedings,
assessments,  judgments,  damages,  costs,  losses and  expenses,  including any
payment made in good faith in settlement  of any claim  (subject to the right of
the Buyer to defend any such claim), resulting from the breach by any of them of
any  representation  or warranty of such party made under this Agreement or from
any  misrepresentation  in or omission from any certificate or other  instrument
furnished or to be furnished by the Buyer hereunder.

<PAGE>
                                      -11-


                                    ARTICLE 5
                                FURTHER COVENANTS

5.1 Legend.  The Buyer agrees to the  imprinting of the following  legend on any
certificates representing the Shares:

"THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE STATE  SECURITIES LAWS. THESE SECURITIES ARE "RESTRICTED  SECURITIES"
WITHIN THE  MEANING OF RULE 144(3) OF THE  SECURITIES  ACT AND MAY NOT BE RESOLD
PUBLICLY UNDER RULE 144 UNTIL CERTAIN HOLDING PERIOD REQUIREMENTS ARE MET."

5.2 Expenses of the  Parties.  Except as  otherwise  expressly  provided in this
Agreement, all expenses involved in the preparation, negotiation,  authorization
and  consummation of this Agreement and the  transactions  contemplated  hereby,
including  all  fees  and  expenses  of  agents,  representatives,  counsel  and
accountants,  shall be borne  solely by the party who shall  have  incurred  the
same, and no other party shall have any responsibility with respect thereto.

5.3 Reporting.  After the Closing,  the Buyer shall take all reasonably required
actions to ensure the  fulfillment of the filing  obligations of IBHAS under the
Exchange Act in connection with the transactions  contemplated herein.  Pursuant
to Rule 425 under the  Securities  Act. The Company shall file a reporting  Form
8-K four (4) days after the execution of this Agreement.

5.4 Further  Assurances.  Each party shall  cooperate with the other,  take such
further  action  and  execute  and  deliver  such  further  documents  as may be
reasonably  requested  by any  other  party in order to carry  out the terms and
purposes of this Agreement.

                                    ARTICLE 6
                              CONDITIONS PRECEDENT

6.1  Conditions  Precedent  to Closing  in favor of the  Sellers.  The  Sellers'
obligations to carry out the transactions contemplated hereby are subject to the
fulfillment  of each of the  following  conditions  precedent  on or before  the
Closing:

      (a)   all  documents  or copies of  documents  required to be executed and
            delivered  to the Sellers  hereunder  will have been so executed and
            delivered;

      (b)   all of the terms,  covenants and  conditions of this Agreement to be
            complied  with or  performed by the Buyer at or prior to the Closing
            will have been complied with or performed;

<PAGE>
                                      -12-


      (c)   Buyer will have  delivered  the Purchase  Price to the Sellers at or
            prior to the Closing; and

      (d)   the transactions contemplated hereby shall have been approved by all
            other regulatory  authorities  having  jurisdiction over the subject
            matter hereof, if any.

6.2 Waiver by the Sellers.  The  conditions  precedent  set out in the preceding
section  are  inserted  for the  exclusive  benefit of the  Sellers and any such
condition  may be  waived  in  whole  or in part by the  Sellers  at or prior to
Closing by delivering to the Buyer a written waiver to that effect signed by the
Sellers.  In the event that the  conditions  precedent  set out in the preceding
section  are not  satisfied  on or before  the  Closing,  the  Sellers  shall be
released from all obligations under this Agreement.

6.3 Conditions Precedent to Closing in Favor of the Buyer. The obligation of the
Buyer to carry  out the  transactions  contemplated  hereby  is  subject  to the
fulfillment  of each of the  following  conditions  precedent  on or before  the
Closing:

      (a)   all  documents  or copies of  documents  required to be executed and
            delivered  to the Buyer  hereunder  will have been so  executed  and
            delivered;

      (b)   all of the terms,  covenants and  conditions of this Agreement to be
            complied  with or  performed  by the Sellers or IBHAS at or prior to
            the Closing will have been complied with or performed;

      (c)   The Sellers  will have  delivered  the Shares  along with  medallion
            guaranteed stock powers to the Buyer at the Closing;

      (d)   title to the Shares will be free and clear of all mortgages,  liens,
            charges, pledges,  security interests,  encumbrances or other claims
            whatsoever;

      (e)   the transactions contemplated hereby shall have been approved by all
            other regulatory  authorities  having  jurisdiction over the subject
            matter hereof, if any;

      (f)   the  satisfaction  of all  liabilities  of  IBHAS on or prior to the
            Closing Date;

      (g)   IBHAS and the Sellers  shall be current in their  respective  filing
            obligations with the Securities and Exchange Commission.

6.4 Waiver by the  Buyer.  The  conditions  precedent  set out in the  preceding
section  are  inserted  for the  exclusive  benefit  of the  Buyer  and any such
condition  may be  waived  in whole  or in part by the  Buyer at or prior to the
Closing by delivering  to the Sellers a written  waiver to that effect signed by
the Buyer.  In the event that the conditions  precedent set out in the preceding
section are not  satisfied  on or before the Closing the Buyer shall be released
from all obligations under this Agreement.


                                    ARTICLE 7
                                     CLOSING

7.1 Closing.  The sale of the Shares and the other transactions  contemplated by
this  Agreement  will be closed at the Place of Closing in  accordance  with the
closing procedure set out in this Article.

<PAGE>
                                      -13-


7.2 Closing  Deliveries of the Buyer.  On or before the Closing,  the Buyer will
deliver or cause to be delivered to the Sellers:

      (a)   this Agreement, duly executed by the Buyer;

      (b)   the Purchase Price;

      (c)   all reasonable  consents or approvals required to be obtained by the
            Buyer for the purposes of completing  the  transaction  contemplated
            herein and  preserving and  maintaining  the interests of the Buyer;
            and

      (d)   such other documents as IBHAS may reasonably  require to give effect
            to the terms and intention of this Agreement.

7.3 Closing  Deliveries  of the Sellers.  On or before the Closing,  the Sellers
shall deliver or cause to be delivered to the Buyer:

      (a)   this Agreement, duly executed by the Sellers;

      (b)   share  certificates  representing  the Shares,  along with medallion
            guaranteed stock powers;

      (c)   resignations of Ben West and Mohanad Shurrab as officers of IBHAS as
            of the Closing Date;

      (d)   a certified  copy of a resolution of the directors of IBHAS dated as
            of the Closing Date appointing the nominees of the Buyer as officers
            and/or Directors of the Buyer;

      (e)   an undated  resolution  of the  directors  of IBHAS  appointing  the
            nominee  of the  Buyer  listed  below in  Article  8 to the board of
            directors of IBHAS;

      (f)   undated resignation of Ben West as a director of IBHAS;

      (g)   resignation of Mohanad  Shurrab as director of IBHAS dated as of the
            Closing Date;

      (h)   all reasonable  consents or approvals required to be obtained by the
            Buyer for the purposes of completing  the  transaction  contemplated
            herein and  preserving and  maintaining  the interests of the Buyer;
            and

(i)         such other  documents  as the Buyer may  reasonably  require to give
            effect to the terms and intention of this Agreement.

                                    ARTICLE 8
                              POST-CLOSING MATTERS

      Forthwith  after the Closing,  the Buyer and the Sellers  agree to use all
their respective best efforts to:

(a)         file with the  Securities  and Exchange  Commission a report on Form
            14(f)  disclosing  the change in control of IBHAS and, 10 days after
            such  filing,  date  the  resolutions  appointing  to the  board  of
            directors of IBHAS Jack  Hornstein and forthwith date and accept the
            resignation of Ben West as a director of IBHAS;

<PAGE>
                                      -14-


(b)         file  a  Form  8-K  with  the  Securities  and  Exchange  Commission
            disclosing the terms of this Agreement; and

(c)         file  reports on Forms 13D and 3 with the  Securities  and  Exchange
            Commission disclosing the acquisition of the Shares by the Buyer.


                                    ARTICLE 9
                               GENERAL PROVISIONS

9.1  Arbitration.  The parties  hereto  shall  attempt to resolve  any  dispute,
controversy, difference or claim arising out of or relating to this Agreement by
negotiation  in good  faith.  If such good  negotiation  fails to  resolve  such
dispute,  controversy,  difference  or claim within  fifteen (15) days after any
party  delivers  to any other party a notice of its intent to submit such matter
to arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in New York, New York County.

9.2 Notice.  Any notice  required or  permitted to be given by any party will be
deemed to be given when in writing  and  delivered  to the address for notice of
the  intended  recipient  by personal  delivery,  prepaid  single  certified  or
registered mail, or telecopier.  Any notice delivered by mail shall be deemed to
have been  received on the fourth  business day after and  excluding the date of
mailing,  except in the event of a disruption in regular postal service in which
event such notice shall be deemed to be delivered on the actual date of receipt.
Any notice  delivered  personally or by telecopier  shall be deemed to have been
received on the actual date of delivery.

9.3  Addresses  for  Service.  The  address for service of notice of each of the
parties hereto is as follows:

      (a)   the Sellers: _____________

            3061 West 15th Avenue
            Vancouver, British Columbia, Canada V6K 3A5


      with a copy to:

            Clark Wilson LLP
            800-885 West Georgia Street
            Vancouver, B.C. Canada V6C 3H1
            Attention: Bernard Pinsky


      (b)   the Buyers: To the address set forth in Exhibit 1


      with a copy to:   Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas
                  New York, New York 10018
                  Attention:   Sanny J. Barkats

<PAGE>
                                      -15-


9.4 Change of Address.  Any party may, by notice to the other parties change its
address for notice to some other address in North America and will so change its
address for notice whenever the existing address or notice ceases to be adequate
for  delivery  by hand.  A post  office  box may not be used as an  address  for
service.

9.5 Amendment.  This Agreement may be amended only by a writing executed by each
of the parties hereto.

9.6 Entire  Agreement.  The provisions  contained  herein  constitute the entire
agreement  among the Buyer and the Sellers  respecting the subject matter hereof
and  supersede  all previous  communications,  representations  and  agreements,
whether  verbal or written,  among the Buyer and the Sellers with respect to the
subject matter hereof.

9.7  Enurement.  This Agreement will enure to the benefit of and be binding upon
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
successors and permitted assigns.

9.9  Assignment.  This  Agreement is not  assignable  without the prior  written
consent of the parties hereto.

9.10 Counterparts. This Agreement may be executed in counterparts, each of which
when  executed  by any party will be deemed to be an  original  and all of which
counterparts  will together  constitute one and the same Agreement.  Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided  that  originally  executed  counterparts  are delivered to the parties
within a reasonable time thereafter.

9.11  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the State of Nevada  applicable to agreements  made
and to be performed  entirely within such State. The parties agree to be subject
to the jurisdiction and venue of the state and federal courts located in Nevada.



                   [Remainder of page intentionally left blank.]

<PAGE>
                                      -16-


      IN WITNESS  WHEREOF the parties have executed this Agreement  effective as
of the day and year first above written.


                                          The Sellers:

                                                /s/ Mohanad Shurrab
                                                --------------------------------
                                                Mohanad Shurrab

                                                /s/ Abdellatif Anabtawi
                                                --------------------------------
                                                Abdellatif Anabtawi

                                                /s/ Benjamin West
                                                --------------------------------
                                                Benjamin West

                                          The Buyers:

                                                /s/ Ben Zion Shiftan
                                                --------------------------------
                                                Ben Zion Shiftan

                                                /s/Alexander G. Roizman
                                                --------------------------------
                                                Alexander G. Roizman

                                                /s/ Frida Liberman
                                                --------------------------------
                                                Hagit Akerman

                                                Roxelane iic

                                                By: /s/ Hagit Akerman
                                                --------------------------------
                                                Name: Hagit Akerman
                                                Title: Manager

                                                /s/ Haim Ashkenazi
                                                --------------------------------
                                                Haim Ashkenazi
                                                I.A.A.T limited

                                                By: /s/ Itzhak Toub
                                                --------------------------------
                                                Name: Itzhak Toub
                                                Title: Director

                                                /s/ Fredy Ornath
                                                --------------------------------
                                                Fredy Ornath

                                                /s/Refael Plat
                                                --------------------------------
                                                Refael Plat

<PAGE>
                                      -17-


                                                The S.Z Management Corporation

                                                By: /s/ Gerhard Burscher
                                                --------------------------------
                                                Name: Gerhard Burscher
                                                Title: Director

                                                /s/ Schlomo Friedman
                                                --------------------------------
                                                Shlomo Friedman

<PAGE>
                                      -18-


                                   Schedule A


                        Outstanding material Liabilities

$30,000 owing to affiliates

                                   Schedule B

                               Accounts Receivable

None

                                   Schedule C

                                  Bank Accounts

Bank of Montreal, Main Branch, Vancouver
595 Burrard Street, Vancouver, B.C. Canada

Signing authorities: Mohanad Shurrab and Ben West

                                   Schedule D

               Shareholder Loans Outstanding and due to directors:

None


                                   Schedule E

                                    Equipment

Office stationary, pens, etc. of which all are owned outright


                                   Schedule G

                               Insurance Policies

None

                                   Schedule H

                                    Inventory

None

<PAGE>
                                      -19-


                                   Schedule I

                               Material Contracts

None that may not be terminated immediately


                                 Schedule 3.1(f)

                   Filing deficiencies, ineligibility for OTC

No exceptions of which Sellers are aware

                                 Schedule 3.1(q)

                                    Dividends

None declared

                                 Schedule 3.1(r)

      Payments to officers or directors since date of Financial Statements

None

<PAGE>
                                      -20-


                                    Exhibit 1

1.    Sellers:

Mohanad Shurrab         37,500 shares
Abdellatif Anabtawi     1,062,500 shares
Ben West                1,000,000 common shares

2.    Buyers:

<TABLE>
<CAPTION>
-------------------------- ------------------------ ----------------------------------------------- ------------------
Name                       If an Entity             Address                                         Number of shares
-------------------------- ------------------------ ----------------------------------------------- ------------------
<S>                        <C>                      <C>                                             <C>
Ben Zion Shiftan                                    8 Sirkis St.                                    71,251
                                                    Jerusalem, Israel, 96436
-------------------------- ------------------------ ----------------------------------------------- ------------------
Alexander G. Roizman                                P.O.B 212 Mizpeh                                42,917
                                                    Jericho, Israel, 90651
-------------------------- ------------------------ ----------------------------------------------- ------------------
Frida Liberman                                      18 Meir Baal Hanes St.                          43,334
                                                    Ramat Gan, Israel, 52364
-------------------------- ------------------------ ----------------------------------------------- ------------------
Roxelane iic.              Hagit Akerman            14 Abba Hillel Silver St.                       50,000
                           Manager                  Ramant Gan, Israel
-------------------------- ------------------------ ----------------------------------------------- ------------------
Haim Ashkenazi                                      Kugel St.                                       36,667
                                                    Holon, Israel, 58268
-------------------------- ------------------------ ----------------------------------------------- ------------------
I.A.A.T limited            Itzhak Toub              P.O.B 556 Main Street                            36,667
                           Director                 Charlestown, Nevis
                                                    West Indies
-------------------------- ------------------------ ----------------------------------------------- ------------------
Fredy Ornath                                        Beit Zuri St.                                   1,601,665
                                                    Tel Aviv, Israel,
-------------------------- ------------------------ ----------------------------------------------- ------------------
Refael Plat                                         Kibutz Dovrat                                   33,333
                                                    Israel, 19325
-------------------------- ------------------------ ----------------------------------------------- ------------------
The S.Z Management         Gerhard Burscher         P.O.B 556 Main Street                           170,000
Corporation                Director                 Charlestown, Nevis
                                                    West Indies
-------------------------- ------------------------ ----------------------------------------------- ------------------
Shlomo Friedman                                     2631 Violet St.                                 14,166
                                                    North Vancouver, BC V7H 1H2
-------------------------- ------------------------ ----------------------------------------------- ------------------
</TABLE>

3.    Wire Instructions

      ====================================================================

         HSBC BANK USA, NEW YORK
      --------------------------------------------------------------------

      --------------------------------------------------------------------

<PAGE>
                                      -21-


      --------------------------------------------------------------------

         ACCOUNT NAME:                               CLARK, WILSON
      ====================================================================


        PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND OUR FILE
                      NO. [27517-2 / BP(Lawyer's Initial)]