content: SECURITIES AND EXCHANGE COMMISSION 
                         WASHINGTON, D.C. 20549 
                                     
                               ---------- 
                                     
                                FORM 8-K 
                                     
                             CURRENT REPORT 
                 PURSUANT TO SECTION 13 OR 15(d) OF THE 
                     SECURITIES EXCHANGE ACT OF 1934
  
  Date of earliest event reported: January 8, 1999 
  
  
                     LEESBURG LAND AND MINING, INC. 
           (Exact name of registrant as specified in charter) 
  
  NEVADA                              0-12139             82-0379959        
  (State or other jurisdiction       (Commission         (IRS employer 
  of incorporation)                  file number)        identification no.) 
  
  
                          12732 South 125 East 
                            Draper, Utah 84020
                 (Address of Principal Executive Offices)
  
  Registrant's telephone number, including area code (801) 553-1127
  
  
  
  
  
  
                                
  
  ITEM 1. CHANGE IN CONTROL OF REGISTRANT
  
            Effective January 8, 1998, pursuant to the terms of an Agreement and
  Plan of Reorganization (the "Plan"), Intelliquis LLC ("Intelliquis") equity 
  owners ("Shareholders") acquired 9,000,000 shares (the "Shares")  of common
  stock, par value $0.001 per share (the "Common Stock") of Leesburg Land and
  Mining, Inc., now named Intelliquis International,  Inc. ("the Company").  
  The Shares constitute approximately 84% of the issued and outstanding shares of
  Common Stock after the acquisition.   The Shares constitute an original 
  issuance of shares by the Company to Intelliquis Shareholders.  The 
  consideration for the Shares consisted of all of the equity ownership of 
  Intelliquis. Consequently, Intelliquis LLC has become a wholly-owned 
  subsidiary of the Company.
  
       Intelliquis is a company engaged in the business of republishing,
  marketing and supporting Year 2000 utility, productivity and communication 
  software products for the computer software retail, international and the OEM 
  (Original Manufacturer) market.  The Company seeks to build a leadership 
  position in this market by licensing fully tested software applications and 
  acquiring and distributing a family of Internet software applications.  The 
  Company's main emphasis lies in PC utilities titles, but will offer a 
  selection of reference, productivity and communication titles both in the 
  North America and international market.  The software products are being
  marketed through traditional and international software distribution channels, 
  private labeling companies and the Internet's World Wide Web.
  
       Shareholders who will receive shares in excess of 5% of the total shares
  outstanding include the following:
  
       Say Lim                            3,477,936
       Bernard Yaw                        1,733,952
       Mark Tippetts                      1,778,832
       Blair Barret                       1,778,832
  
  By virtue of their ownership of shares of Intelliquis, the Shareholders of
  Intelliquis persons may be considered "control persons" or members of a 
  "control group" of the Company. 
  
       As part of the reorganization, Robert Beaton has resigned as an officer
  and director and Bernard Yaw became an President and director of the Company.  
  Additionally, effective January 18, 1999, James Poulos resigned as an officer
  and director.  It is intended that there will be one additional resignation 
  by Michael Schranz as an officer and director.  The Company is currently 
  preparing the documents necessary for such management changes pursuant to Rule 
  14f-1 to be disseminated to the Company's shareholders.
  
       
  
  ITEM 5. OTHER EVENTS
  
            Effective December 23, 1998 , the Company changed domicile from
  Colorado to Nevada.  Effective January 21, 1999, the Company changed its name
  from Leesburg Land and Mining, Inc. to Intelliquis International,  Inc.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
            The required financial statements will be filed by amendment not
  later than 60 days after the date that this report must be filed.
  
            The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  
  
  
                                SIGNATURES
                                     
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Company has duly caused this report to be signed on its behalf by the 
  undersigned hereunto duly authorized.
  
                                     INTELLIQUIS INTERNATIONAL, INC.
  
  
  
  Date: January 22, 1999             By/s/ Robert Beaton      
      
                                     Robert Beaton 
                                     President
  
  
  
  
  
                          INDEX TO EXHIBITS
  
  
  
  Exhibit        
    No.          Exhibit
       
      2         Acquisition Agreement dated January 6, 1999 between Intelliquis
                International, Inc. and Intelliquis LLC.
  
  
                          ACQUISITION AGREEMENT
  
       This Agreement is entered into by, between and among Leesburg Land
  & Mining, Inc., a corporation organized under the laws of the State of Nevada
  (hereinafter the "Purchaser"), and the equity owners ("the Shareholders") of
  Intelliquis LLC, a Utah limited liability company (hereinafter "the Company").
  
  
                               Witnesseth:
  
       WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to
  sell, all of the outstanding equity ownership of the Company in exchange for
  common stock of the Purchaser;
  
       NOW, THEREFORE, in consideration of the mutual terms and covenants set 
  forth herein, Purchaser and Shareholders approve and adopt this Acquisition
  Agreement and mutually covenant and agree with each other as follows:
  
  
                                ARTICLE I
             SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED
  
  1.   a.  On the closing date the Shareholders shall transfer to Purchaser 
  certificates representing the equity of the Company described in Schedule "A" ,
  attached hereto and incorporated herein, which in the aggregate shall 
  represent all of the issued and outstanding shares of equity of the Company.  
  Such certificates shall be duly endorsed in blank by Shareholders or 
  accompanied by duly executed certificate powers in  blank with signatures
  guaranteed.  Alternatively, the shareholders may assign their rights to the
  shares if the shares have not been physically issued in the form of 
  certificates.
  
       b.  In exchange for the transfer of the equity of the Company pursuant to
  sub-section 
  
  1.a. hereof,  Purchaser shall on the closing date and contemporaneously with
  such transfer of the equity of the Company to it by the Shareholders, or rights
  thereto, issue and deliver to the Shareholders the number of shares of common 
  stock of the Purchaser specified on Schedule "B" hereof, which shares shall 
  total 9,000,000 shares of the Purchaser.
  
  2.    The parties intend that this acquisition and exchange of equity is to be
  an exchange/transaction pursuant to Section 368(a)(1)(c) of the Internal 
  Revenue Code of the United States.
  
  
                               ARTICLE II 
              REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
  
       2.01 Ownership of Equity.
  
            Shareholders are the record owners and holders of the number of
  fully paid and non-assessable shares of the Company listed in Schedule "A" 
  hereto as of the date hereof and will continue to own such shares of the 
  Company until the delivery thereof to the Purchaser on the closing date and all
  such shares are or will be on the closing date owned free and clear of all 
  liens, encumbrances, charges and assessments of every nature and subject to no
  restrictions with respect to transferability.  The Shareholders will have full
  power and authority to assign and transfer their shares of the Company in
  accordance with the terms hereof.
  
                               ARTICLE III
      REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND ITS MEMBERS
  
       3.01 Capitalization
  
       Except for this Agreement, there are no outstanding options, contracts,
  calls, commitments, agreements or demands of any character relating to the 
  shares of the Company owned by its Shareholders.
  
       3.02 Organization and Authority.
  
            (a)  The Company is a limited liability company duly organized, 
  validly existing and in good standing under the laws of the State of Utah, with
  all requisite corporate power and authority to own, operate and lease its 
  properties and to carry on its business as now being conducted, is duly 
  qualified and in good standing in every jurisdiction in which the property 
  owned, leased or operated by it, or the nature of the business conducted by it,
  makes such qualification necessary to avoid material liability or material
  interference in its business operations, and is not subject to any agreement, 
  commitment or understanding which restricts or may restrict the conduct of its 
  business in any jurisdiction or location.
  
            (b)  The outstanding shares of the Company are legally and validly 
  issued, fully paid and non-assessable.
  
            (c)  The Company does not own five percent (5%) or more of the 
  outstanding stock of any corporation except as may be disclosed to the
  Purchaser in a Disclosure Statement.
  
            (d)  The minute book of the Company made available to Purchaser 
  contains complete and accurate records of all meetings and other corporate 
  actions of the share-holders and the Managers (and any committee thereof) of 
  the Company.
  
            (e)  The Disclosure Statement contains a list of the managers,
  officers, and shareholders of Company and copies of the Articles of 
  Organization and Operating Agreement currently in effect of the Company.  
  
            (f)  The execution and delivery of this Agreement does not, and the
  consummation of the transaction contemplated hereby will not, subject to the
  approval and adoption by the Shareholders of the Company, violate any provision
  of the certificate/articles of incorporation or bylaws of the Company, or any
  provisions thereof, or result in the acceleration of any obligation under, any 
  mortgage, lien, lease, agreement, instrument, court order, arbitration award, 
  judgment or decree to which the Company is a party, or by which it is bound, 
  and will not violate any other restriction of any kind or character to which 
  it is subject.
  
            (g)  The total outstanding ownership of the Company at thge time of 
  Closing will be 1,940,000 as outlined in Schedule D.
  
       3.03 Financials.
  
            (a)  A balance sheet, list of assets, and list of payables and 
  receivables (hereafter "financial statements") of the Company have been 
  delivered by Company to the Purchaser.  Said financial statements are true and 
  correct in all material respects and present an accurate and complete
  disclosure of the financial condition of the Company as of its date and for 
  the periods covered.
  
            (b)  All accounts receivable, if any, (net of reserves for doubtful 
  accounts) of the Company shown on the books of account on the statement date 
  and as incurred in the normal course of business since that date, are 
  collectible in the normal course of business. 
  
            (c)  The Company has good and marketable title to all of its assets, 
  business and properties including, without limitation, all such properties 
  reflected in the balance sheet as of the statement date except as disposed of 
  in the normal course of business, free and clear of any mortgage, lien, pledge,
  charge, claim or encumbrance, except as shown on said balance sheet as of the
  statement date and, in the case of real properties except for rights-of-way 
  and easements which do not adversely affect the use of such property.  
  
            (d)  All currently used property and assets of the Company, or in
  which it has an interest, or which it has in possession, are in good operating
  condition and repair subject only to ordinary wear and tear.
  
       3.04 Changes Since the Statement Date.  Since the financial statement
  date, except as disclosed in the Disclosure Statement, there will not have 
  been any material negative change in the financial position or assets of the
  Company.
  
       3.05 Liabilities.  There are no material liabilities of the Company,
  whether accrued, absolute, contingent or otherwise, which arose or relate to 
  any transaction of the Company, its agents or servants occurring prior to the 
  statement date, which are not disclosed by or reflected in said financial 
  statements, except as disclosed in the Disclosure Statement.  There are no 
  such liabilities of the Company which have arisen or relate to any 
  transaction of the Company, its agents or servants, occurring since the 
  statement date, other than normal liabilities incurred in the normal conduct of
  the business of the Company, and none of which have a material adverse 
  effect on the business or financial condition of the Company, except
  as disclosed in the Disclosure Statement.  As of the date hereof, there are
  no known circumstances, conditions, happenings, events or arrangements, 
  contractual or otherwise, which may hereafter give rise to liabilities, except 
  in the normal course of business of the Company, except as disclosed in the
  Disclosure Statement.  
  
       3.06 Taxes.  All federal, province, county and local income, ad valorem, 
  excise, profits, franchise, occupation, property, sales, use gross receipts
  and other taxes (including any interest or penalties relating thereto) and 
  assessments which are due and payable have been duly reported, fully paid and 
  discharged as reported by the Company, and there are no unpaid taxes which 
  are, or could become a lien on the properties and assets of the Company,
  except as provided for in the financial statements of their date, or have been
  incurred in the normal course of business of the Company since that date.  All 
  tax returns of any kind required to be filed have been filed and the taxes 
  paid or accrued.
  
       3.07 Accuracy of All Statements Made by The Company.  No representation or
  warranty by the Company and Shareholders in this Agreement, nor any statement,
  certificate, schedule or exhibit hereto furnished or to be furnished by or on
  behalf of the Shareholders pursuant to this Agreement, nor any document or
  certificate delivered to Purchaser pursuant to this Agreement or in connection 
  with actions contemplated hereby, contains or shall contain any untrue 
  statement of material fact or omits or shall omit a material fact necessary 
  to make the statement contained therein not misleading.
  
                                ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF PURCHASER
  
       Purchaser represents and warrants as follows:
  
       4.01 Organization and Authority. 
  
       The Purchaser is a corporation duly organized, validly existing and in
  good standing under the laws of the State of Nevada, but at the time of 
  closing will be a Nevada corporation, with full power and authority to enter
  into and perform the transactions contemplated by this Agreement, and with 
  all requisite corporate power andauthority to own, operate and lease its 
  properties and to carry on its business as now being conducted, is duly 
  qualified and in good standing in every jurisdiction in which the property 
  owned, leased or operated by it, or the nature of the business conducted by
  it, makes such qualification necessary to avoid material liability or material 
  interference in its business operations, and is not subject to any agreement, 
  commitment or understanding which restricts or may restrict the conduct of its
  business in any jurisdiction or location. 
  
            (a)  The outstanding shares of the Purchaser are legally and validly 
  issued, fully paid and non-assessable.
  
            (b)  The Purchaser does not own five percent (5%) or more of the
  outstanding stock of any corporation, except as listed on the Disclosure 
  Statement.
  
            (c)  The minute book of the Purchaser  made available to the Company 
  and Shareholders contains complete and accurate records of all meetings and 
  other corporate actions of the shareholders and the Board of Directors (and 
  any committee thereof) of the Purchaser.
  
            (d)  The Disclosure Statement contains a list of the officers,
  directors and shareholders of the Purchaser and copies of the articles of 
  incorporation and by-laws currently in effect of the Purchaser.  
  
            (e)  The execution and delivery of this Agreement does not, and the
  consummation of the transaction contemplated hereby will not violate any 
  provision of the certificate/articles of incorporation or bylaws of the 
  Purchaser, or any provisions thereof, or result in the acceleration of any 
  obligation under, any mortgage, lien, lease, agreement, instrument, court 
  order, arbitration award, judgment or decree to which the Purchaser is a
  party, or by which it is bound, and will not violate any other restriction of
  any kind or character to which it is subject.
  
            (f)  The authorized capital stock of the Purchaser is one hundred 
  million (100,000,000) shares of common stock, no par value, of which ten 
  million seven hundred forty-nine thousand two hundred and eleven (10,749,211)
  shares of such stock will be issued and outstanding at the time of closing
  (inclusive of the shares issued pursuant to the acquisition).
  
       4.02 Performance of This Agreement.  The execution and performance of this
  Agreement and the issuance of stock contemplated hereby have been authorized
  by the board of directors of Purchaser.
  
       4.03 Financials.
  
            (a)  True copies of the financial statements of the Purchaser as of 
  December 31, 1997 have been completed and delivered by the Purchaser to the 
  Company.  These statements have been examined and certified by certified 
  public accountants.  Interim financial statements for the period ended 
  September 30, 1998 have also been provided.  Said financial statements are
  true and correct in all material respects and present an accurate and 
  complete disclosure of the financial condition and earnings of the Purchaser
  for the periods covered, in accordance with generally accepted accounting 
  principles applied on a consistent basis.
  
            (b)  All accounts receivable, if any, (net of reserves for doubtful 
  accounts) of the Purchaser shown on financial statement, and as incurred in 
  the normal course of business since that date, are collectible in the normal 
  course of business.   
  
            (c)  The Purchaser has good and marketable title to all of its
  assets, business and properties including, without limitation, all such 
  properties reflected in the aforementioned balance sheet, except as disposed 
  of in the normal course of business, free and clear of any mortgage, lien, 
  pledge, charge, claim or encumbrance, except as shown on said balance sheet,
  and, in the case of real properties, except for rights-of-way and easements
  which do not adversely affect the use of such property. 
  
       4.04 Changes Since  Audit Date.  Since the date of the financial
  statements, except as disclosed in writing, there has not been any material 
  change in the financial position or assets of the Purchaser.
  
       4.05 Accuracy of All Statements Made by Purchaser.  No representation or
  warranty by the Purchaser in this Agreement, nor any statement, certificate,
  schedule or exhibit hereto furnished or to be furnished by the Purchaser 
  pursuant to this Agreement, nor any document or certificate delivered to the 
  Company or the Shareholders pursuant to this Agreement or in connection with 
  actions contemplated hereby, contains or shall contain any untrue statement of 
  material fact or omits or shall omit a material fact necessary to make the
  statement contained therein not misleading.
  
       4.06 No Covenant as to Tax Consequences.  It is expressly understood and
  agreed that neither Purchaser nor its officers or agents has made any warranty 
  or agreement, expressed or implied, as to the tax consequences of the 
  transactions contemplated by this Agreement or the tax consequences of any 
  action pursuant to or growing out of this Agreement.
  
  
                                ARTICLE V
                        COVENANTS OF SHAREHOLDERS
       
       5.01 Access to Information.  Purchaser and its authorized representatives
  shall have full access during normal business hours to all properties, books, 
  records, contracts and documents of the Company, and the Company shall furnish
  or cause to be furnished to Purchaser and its authorized representative all 
  information with respect to its affairs and business of the Company as 
  Purchaser may reasonably request.
  
       5.02 Actions Prior to Closing.  From and after the date of this Agreement
  and until the closing date, the Company shall not materially alter its business.
       
       5.03    Limitation of Subsequent Corporate Actions.  It is expressly
  understood and agreed that the Company, the Shareholders, and their affiliates,
  will take all steps necessary to ensure that for a period of eighteen months
  there shall be no reverse split and that the assets  of the Company shall 
  remain in the Company as part of its business operations. 
  
  
                                ARTICLE VI
             CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
  
       Each and every obligation of Purchaser to be performed on the closing
  date shall be subject to the satisfaction of the Purchaser of the following 
  conditions:
  
       6.01 Truth of Representations and Warranties.  The representations and 
  warranties made by the Company and Shareholders in this Agreement or given on
  its behalf hereunder shall be substantially accurate in all material respects 
  on and as of the closing date with the same effect as though such 
  representations and warranties had been made or given on and as of the 
  closing date.
  
       6.02 Compliance with Covenants.  Shareholders shall have performed and 
  complied with all obligations under this Agreement which are to be performed 
  or complied with by them prior to or on the closing date, including the 
  delivery of the closing documents specified hereafter.
  
       6.03 Absence of Suit.  No action, suit or proceedings before any court or 
  any governmental or regulatory authority shall have been commenced or threatened
  and, no investigation by any governmental or regulatory authority shall have 
  been commenced, against the Shareholders, the Company or any of the affiliates,
  associates, officers or directors of any of them, seeking to restrain, prevent
  or change the transactions contemplated hereby, or questioning the validity or 
  legality of any such transactions, or seeking damages in connection with any
  of such transactions.
  
       6.04 Receipt of Approvals, Etc.  All approvals, consents and/or waivers
  that are necessary to effect the transactions contemplated hereby shall have 
  been received.
  
       6.05 No Material Adverse Change.  As of the closing date there shall not 
  have occurred any material adverse change which materially impairs the 
  ability of the Company to conduct its business or the earning power thereof on 
  the same basis as in the past.
  
       6.06 Accuracy of Financial Statement.  Purchaser and its representatives
  shall be satisfied as to the accuracy of all balance sheets, statements of 
  income and other financial statements of the Company furnished to Purchaser 
  herewith. 
  
       6.07 Proceedings and Instruments Satisfactory; Certificates.  All 
  proceedings, corporate or otherwise, to be taken in connection with the 
  transactions contemplated by this Agreement shall have occurred and all 
  appropriate documents incident thereto as Purchaser may request shall have 
  been delivered to Purchaser.  The Company and the Shareholders shall have 
  delivered certificates in such detail as Purchaser may request as  to 
  compliance with the conditions set forth in this Article.
  
  
                               ARTICLE VII
                   CONDITIONS PRECEDENT TO OBLIGATIONS 
                     OF THE COMPANY AND SHAREHOLDERS
  
       Each and every obligation of the Company and shareholders to be performed
  on the closing date shall be subject to the satisfaction prior thereto of the
  following conditions:
       
       7.01 Truth of Representations and Warranties.  The representations and 
  warranties of Purchaser contained in this Agreement shall be true at and as of 
  the closing date as though such representations and warranties were made at 
  and as of the transfer date.
  
       7.02 Purchaser's Compliance with Covenants.  Purchaser shall have
  performed and complied with its obligations under this Agreement which are to 
  be performed or complied with by it prior to or on the closing date.
  
       7.03 Absence of Suit.  No action, suit or proceedings before any court or
  any governmental or regulatory authority shall have been commenced or threatened
  and, no investigation by any governmental or regulatory authority shall have 
  been commenced against Purchaser, or any of the affiliates, associates, 
  officers or directors of the Purchaser seeking to restrain, prevent or 
  change the transactions contemplated hereby, or questioning the validity or 
  legality of any such transactions, or seeking damages in connection with any
  of such transactions.
  
       7.04 Receipt of Approvals, Etc.  All approvals, consents and/or waivers
  that are necessary to effect the transactions contemplated hereby shall have 
  been received.
  
       7.05 No Material Adverse Change.  As of the closing date there shall not 
  have occurred any material adverse change which materially impairs the ability 
  of the Purchaser to conduct its business or the earning power thereof on the
  same basis as in the past.
  
       7.06 Accuracy of Financial Statements.  The Company and the Shareholders 
  shall be satisfied as to the accuracy of all balance sheets, statements of 
  income and other financial statements of the Purchaser furnished to the 
  Company herewith.
  
       7.07 Proceedings and Instruments Satisfactory; Certificates.  All
  proceedings, corporate or otherwise, to be taken in connection with the 
  transactions contemplated by this Agreement shall have occurred and all 
  appropriate documents incident thereto as the Company may request shall have
  been delivered to the Company.  The Purchaser shall have delivered 
  certificates in such detail as the Shareholders may request as to compliance
  with the conditions set forth in this Article.
  
  
                               ARTICLE VIII
                             INDEMNIFICATION
  
       The Shareholders and the Company shall indemnify Purchaser for any loss, 
  cost, expense or other damage suffered by Purchaser resulting from, arising 
  out of, or incurred with respect to the falsity or the breach of any 
  representation, warranty or covenant made by the Company herein, and any 
  claims arising from the operations of the Company prior to the closing date.  
  Purchaser shall indemnify and hold the Shareholders harmless from and 
  against any loss, cost, expense or other damage (including, without 
  limitation, attorneys' fees and expenses) resulting from, arising out of, or 
  incurred with respect to, or alleged to result from, arise out of or have been 
  incurred with respect to, the falsity or the breach of any representation,
  covenant, warranty or agreement made by Purchaser herein. 
  
                                ARTICLE IX
                         SECURITY ACT PROVISIONS
  
       9.01 Restrictions on Disposition of Shares.  Shareholders covenant and
  warrant that the shares received are acquired for their own accounts and not 
  with the present view towards the distribution thereof and will not dispose of 
  such shares except (i) pursuant to an effective registration statement under 
  the Securities Act of 1933, as amended, or (ii) in any other transaction 
  which, in the opinion of counsel, acceptable to Purchaser, is exempt from 
  registration under the Securities Act of 1933, as amended, or the rules
  and regulations of the Securities and Exchange Commission thereunder.  In order
  to effectuate the covenants of this sub-section, an appropriate endorsement 
  will be placed upon each of the certificates of common stock of the Purchaser
  at the time of distribution of such shares pursuant to this Agreement, and 
  stop transfer instructions shall be placed with the transfer agent for the
  securities.
  
       9.02      Notice of Limitation Upon Disposition.  Each Shareholder is
  aware that the shares distributed pursuant to this Agreement will not have been
  registered pursuant to the Securities Act of 1933, as amended; and, therefore, 
  under current interpretations and applicable rules, the shareholder will 
  probably have to retain such shares for a period of at least one year and at 
  the expiration of such one year period sales may be confined to brokerage 
  transactions of limited amounts requiring certain notification filings with 
  the Securities and Exchange Commission and such disposition may be available 
  only if the Purchaser is current in its filings with the Securities and Exchange
  Commission under the Securities Act of 1933, as amended, or other public
  disclosure requirements, and the other limitations imposed thereby on the 
  disposition of shares of the Purchaser.  Additionally, "affiliates" owning 
  shares will be subject to additional restrictions limiting sales.
  
       9.03  Limited Public Market for Common Shares.  Each Shareholder 
  acknowledges that the common shares being issued pursuant to this agreement 
  currently has a limited public market in which the shares may be liquidated
  and there is no assurance that such public market will grow or develop. 
  
                                ARTICLE X
                                 CLOSING
  
       10.01     Time.  The closing of this transaction ("closing") shall be
  effective December 31, 1998.  Such date is referred to in this agreement as 
  the "closing date."
  
       10.02     Documents To Be Delivered by Shareholders.  At the closing
  Shareholders shall deliver to Purchaser the following documents:
  
            (a)  Certificates or assignments for all shares of stock of the
  Company in the manner and form required by sub-section 1.01 hereof. 
  
            (b)  A certificate signed by the Management of the Company that the
  representations and warranties made by the Company in this Agreement are true
  and correct on and as of the closing date with the same effect as though such
  representations and warranties had been made on or given on and as of the 
  closing date and that Shareholders have performed and complied with all of 
  their obligations under this Agreement which are to be performed or complied 
  with by or prior to or on the closing date.
  
            (c)  A copy of the Operating Agreement of the Company certified by its
  secretary and a copy of the certificate of incorporation of the Company 
  certified by the secretary of state.
  
            (d)  Certificates or letters from Shareholders evidencing the taking
  of the shares in accordance with the provisions of this agreement and their
  understanding of the restrictions thereunder.
  
            (e)  Such other documents of transfer, certificates of authority and 
  other documents as Purchaser may reasonably request.
  
       10.03     Documents To Be Delivered by Purchaser.  At the closing
  Purchaser shall deliver to Shareholders the following documents:
  
            (a)  Certificates for the number of shares of common stock of
  Purchaser as determined in Article 1 hereof.
  
            (b)  A certified copy of the duly adopted resolutions of the Board of
  Directors of Purchaser authorizing or ratifying the execution and performance
  of this Agreement and authorizing or ratifying the acts of its officers and 
  employees in carrying out the terms and provisions thereof.
            
                                ARTICLE XI
                       TERMINATION AND ABANDONMENT
  
       This Agreement may be terminated and the transaction provided for by this
  Agreement may be abandoned without liability on the part of any part to any
  other, at any time before the closing date, or on a post closing basis as 
  provided previously herein:
  
            (a)  By mutual consent of Purchaser and the Shareholders;
  
            (b)  By Purchaser if any of the conditions provided for in Article 6
  of this Agreement have not been met and have not been waived in writing by 
  Purchaser.
  
            (c)  By the Company if any of the conditions provided for in Article
  7 of this Agreement have not been met and have not been waived in writing by 
  the Company.
  
       In the event of termination and abandonment by any party as above
  provided in this Article, written notice shall forthwith be given to the other 
  party, and each party shall pay its own expenses incident to preparation for
  the consummation of this Agreement and the transactions contemplated hereunder.
  
  
                               ARTICLE XII
                              MISCELLANEOUS
  
       12.01      Notices.  All notices, requests, demands and other
  communications hereunder shall be deemed to have been duly given, if delivered 
  by hand or mailed, certified or registered mail with postage prepaid:
  
            (a)  If to The Company, Inc., or its shareholders, to Bernard Yaw, 
  Managing Member,  at 12732 South 125 East, Draper, Utah 84020 , or to such 
  other person and place as the Company and its shareholders shall furnish to 
  Purchaser in writing 
  
            (b)  If to Purchaser, to Nathan W. Drage at 4505 South Wasatch Blvd.,
  Suite 330, Salt Lake City, Utah 84124, or to such other person and place as
  Purchaser shall furnish to Company in writing.
  
       12.02     Announcements.  Announcements concerning the transactions
  provided for in this Agreement by either the Company or Purchaser shall be 
  subject to the approval of the other in all essential respects, except that 
  the approval of the Company shall not be required as to any statements and
  other information which Purchaser may submit to its shareholders.
  
       12.03     Default.  Should any party to this Agreement default in any of
  the covenants, conditions, or promises contained herein, the defaulting party 
  shall pay all costs and expenses, including a reasonable attorney's fee, 
  which may arise or accrue from enforcing this Agreement, or in pursuing any 
  remedy provided hereunder or by the statutes of the State of Utah, United 
  States of America.
  
       12.04     Assignment.  This Agreement may not be assigned in whole or in
  part by the parties hereto without the prior written consent of the other 
  party or parties, which consent shall not be unreasonably withheld.
  
       12.05     Successors and Assigns.  This Agreement shall be binding upon
  and shall inure to the benefit of the parties hereto, their successors and 
  assigns.
  
       12.06     Holidays.  If any obligation or act required to be performed
  hereunder shall fall due on a Saturday, Sunday or other day which is a legal 
  holiday established by the State of Utah, such obligation or act may be 
  performed on the next succeeding business day with the same effect as if it had
  been performed upon the day appointed.
  
       12.07     Computation of Time.  The time in which any obligation or act
  provided by this Agreement is to be performed is computed by excluding the 
  first day and including the last, unless the last day is a holiday, in which 
  event such day shall also be excluded.
  
       12.08     Governing Law and Venue.  This Agreement shall be governed by and
  interpreted pursuant to the laws of the Sate of Utah.  Any action to enforce
  the provisions of this Agreement shall be brought in a court of competent 
  jurisdiction within the State of Utah and in no other place.
  
       12.09     Partial Invalidity.  If any term, covenant, condition or
  provision of this Agreement or the application thereof to any person or 
  circumstance shall to any extent be invalid or unenforceable, the remainder of 
  this Agreement or application of such term or provision to persons or 
  circumstances other than those as to which it is held to be invalid or 
  unenforceable shall not be affected thereby and each term, covenant, condition
  or provision of this Agreement shall be valid and shall be enforceable to the
  fullest extent permitted by law.
  
       12.10     No Other Agreements.  This Agreement constitutes the entire 
  Agreement between the parties and there are and will be no oral 
  representations which will be binding upon any of the parties hereto.
  
       12.11     Rights are Cumulative.  The rights and remedies granted
  hereunder shall be in addition to and cumulative of any other rights or 
  remedies provided under the laws of the State of Utah.
  
       12.12      Waiver.  No delay or failure in the exercise of any power or
  right shall operate as a waiver thereof or as an acquiescence in default.  No 
  single or partial exercise of any power or right hereunder shall preclude any 
  other or further exercise thereof or the exercise of any other power or right.
  
       12.13     Survival of Covenants, Etc.  All covenants, representations,
  and warranties made herein to any parties or in any statement or document 
  delivered to any party hereto, shall survive the making of this Agreement and 
  shall remain in full force and effect until the obligations of such party
  hereunder have been fully satisfied.
  
       12.14     Further Action.  The parties hereto agree to execute and
  deliver such additional documents and to take such other and further action as
  may be required to carry out fully the transaction(s) contemplated herein.
  
       12.15     Amendment.  This Agreement or any provision hereof may not be 
  changed, waived, terminated or discharged except by means of a written 
  supplemental instrument signed by the party or parties against whom 
  enforcement of the change, waiver, termination, or discharge is sought. 
  
       12.16     Headings.  The descriptive headings of the various Sections or
  parts of this Agreement are for convenience only and shall not affect the 
  meaning or construction of any of the provisions hereof.
  
       12.17     Counterparts.  This agreement may be executed in two or more
  partially or fully executed counterparts, each of which shall be deemed an
  original and shall bind the signatory, but all of which together shall 
  constitute but one and the same instrument, provided that Purchaser shall 
  have no obligations hereunder until all Shareholders have become signatories
  hereto.
  
  
  
  
       IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
  Agreement effective the 31st  day of December, 1998.
  
                                     LEESBURG LAND AND MINING, INC.
  
  
                                     By   /s/ Robert Beaton                     
          
                                     Robert M. Beaton, President
  
  
  
  Company:                           INELLIQUIS LLC
  
  
                                     By /s/ Bernard Yaw                         
          
                                     Bernard Yaw, Managing Member
  
  
                              SHAREHOLDERS:
  
  
   /s/ Say Lim                                  /s/ Bernard Yaw        
  
   /s/ Mark Tippetts                            /s/ Blair Barrett         
  
   /s/ Jeff Nichols                             /s/ Ken Jenson           
  
   /s/ Liz Oxley                                /s/ Joe Christensen    
  
   /s/ Darren Burbank                          /s/ Darren Burbank   
  
   /s/ Dave Jones                              /s/ Bill Chipman       
  
  
                               SCHEDULE  A
  
  
  
  Name                          Shares To Be Purchased
  
  Say Lim                              51.0 %
  Bernard Yaw                          16.0
  Mark Tippets                         16.5
  Blair Barrett                        16.0
       Total                              100.0
  
  
  
  
  
  
  
         Total                            ______________
                                     
  
  
                               SCHEDULE  B
  
  
  
  Name                               Shares To Be Issued
  
  Say Lim                                 3,477,936
  Bernard Yaw                             1,733,952
  Mark Tippets                            1,778,832
  Blair Barrett                           1,778,832
  Jeff Nichols                               16,016
  Joe Christensen                             4,752
  Darren Burbank                              1,584
  Dave Jones                                  8,096
  Bill Chipman                              200,000
  
         Total                            9,000,000
  
  
                                SCHEDULE C
  
                                 OPTIONS
  
  
  Name                                         Amount       
  
  Ken Jenson                                   3,000
  
  Liz Oxley                                    3,000
  
  Bill Chipman                                 5,000
  
       Total                                  11,000
  
  
                                SCHEDULE D
  
    Shareholders                            Shares      
  
  Say Lim/Statmart USA Inc.               990,500
  
  Bernard Yaw                             310,588
  
  Mark Tippets                            320,456
  
  Blair Barrett                           320,456
  
  
       Total                            1,940,000
  
  
  
  
                    AMENDMENT TO ACQUISITION AGREEMENT
  
       The Acquisition Agreement between Leesburg Mining, Inc. and Intelliquis,
  LLC , effective December 31, 1998, is hereby amended as follows:
  
       1.  The net tangible assets of Intelliquis shall not be less than
  $500,000, which shall be reflected in audited financial statements within 
  thirty (30) days of closing;
  
       2.  Within (20) twenty days after the acquisition of Intelliquis, new
  management of Leesburg shall cause Leesburg to  retain a reputable financial 
  public relations firm; 
  
       3.   No public announcements to the stock market or shareholders, or
  letters to the shareholders, or filings with the Securities and Exchange
  Commission, shall be made without prior review and comment by securities 
  counsel.
  
       Dated this ____ day of January, 1999.
  
                                                              
                                LEESBURG LAND AND MINING, INC.
  
  
                                     By /s/ Robert Beaton                       
          
                                    Robert M. Beaton, President
  
                                    INELLIQUIS LLC
  
  
                                     By /s/ Bernard Yaw                          
                                     Bernard Yaw, Managing Member
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text: SECURITIES AND EXCHANGE COMMISSION 
                         WASHINGTON, D.C. 20549 
                                     
                               ---------- 
                                     
                                FORM 8-K 
                                     
                             CURRENT REPORT 
                 PURSUANT TO SECTION 13 OR 15(d) OF THE 
                     SECURITIES EXCHANGE ACT OF 1934
  
  Date of earliest event reported: January 8, 1999 
  
                     LEESBURG LAND AND MINING, INC. 
           (Exact name of registrant as specified in charter) 
  
  NEVADA                              0-12139             82-0379959        
  (State or other jurisdiction       (Commission         (IRS employer 
  of incorporation)                  file number)        identification no.) 
  
                          12732 South 125 East 
                            Draper, Utah 84020
                 (Address of Principal Executive Offices)
  
  Registrant's telephone number, including area code (801) 553-1127
  
                                
  
  ITEM 1. CHANGE IN CONTROL OF REGISTRANT
  
            Effective January 8, 1998, pursuant to the terms of an Agreement and
  Plan of Reorganization (the "Plan"), Intelliquis LLC ("Intelliquis") equity 
  owners ("Shareholders") acquired 9,000,000 shares (the "Shares")  of common
  stock, par value $0.001 per share (the "Common Stock") of Leesburg Land and
  Mining, Inc., now named Intelliquis International,  Inc. ("the Company").  
  The Shares constitute approximately 84% of the issued and outstanding shares of
  Common Stock after the acquisition.   The Shares constitute an original 
  issuance of shares by the Company to Intelliquis Shareholders.  The 
  consideration for the Shares consisted of all of the equity ownership of 
  Intelliquis. Consequently, Intelliquis LLC has become a wholly-owned 
  subsidiary of the Company.
  
       Intelliquis is a company engaged in the business of republishing,
  marketing and supporting Year 2000 utility, productivity and communication 
  software products for the computer software retail, international and the OEM 
  (Original Manufacturer) market.  The Company seeks to build a leadership 
  position in this market by licensing fully tested software applications and 
  acquiring and distributing a family of Internet software applications.  The 
  Company's main emphasis lies in PC utilities titles, but will offer a 
  selection of reference, productivity and communication titles both in the 
  North America and international market.  The software products are being
  marketed through traditional and international software distribution channels, 
  private labeling companies and the Internet's World Wide Web.
  
       Shareholders who will receive shares in excess of 5% of the total shares
  outstanding include the following:
  
       Say Lim                            3,477,936
       Bernard Yaw                        1,733,952
       Mark Tippetts                      1,778,832
       Blair Barret                       1,778,832
  
  By virtue of their ownership of shares of Intelliquis, the Shareholders of
  Intelliquis persons may be considered "control persons" or members of a 
  "control group" of the Company. 
  
       As part of the reorganization, Robert Beaton has resigned as an officer
  and director and Bernard Yaw became an President and director of the Company.  
  Additionally, effective January 18, 1999, James Poulos resigned as an officer
  and director.  It is intended that there will be one additional resignation 
  by Michael Schranz as an officer and director.  The Company is currently 
  preparing the documents necessary for such management changes pursuant to Rule 
  14f-1 to be disseminated to the Company's shareholders.
  
       
  
  ITEM 5. OTHER EVENTS
  
            Effective December 23, 1998 , the Company changed domicile from
  Colorado to Nevada.  Effective January 21, 1999, the Company changed its name
  from Leesburg Land and Mining, Inc. to Intelliquis International,  Inc.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
            The required financial statements will be filed by amendment not
  later than 60 days after the date that this report must be filed.
  
            The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
                                SIGNATURES
                                     
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Company has duly caused this report to be signed on its behalf by the 
  undersigned hereunto duly authorized.
  
                                     INTELLIQUIS INTERNATIONAL, INC.
  
  Date: January 22, 1999             By/s/ Robert Beaton      
      
                                     Robert Beaton 
                                     President
  
                          INDEX TO EXHIBITS
  
  Exhibit        
    No.          Exhibit
       
      2         Acquisition Agreement dated January 6, 1999 between Intelliquis
                International, Inc. and Intelliquis LLC.
  
                          ACQUISITION AGREEMENT
  
       This Agreement is entered into by, between and among Leesburg Land
  & Mining, Inc., a corporation organized under the laws of the State of Nevada
  (hereinafter the "Purchaser"), and the equity owners ("the Shareholders") of
  Intelliquis LLC, a Utah limited liability company (hereinafter "the Company").
  
                               Witnesseth:
  
       WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to
  sell, all of the outstanding equity ownership of the Company in exchange for
  common stock of the Purchaser;
  
       NOW, THEREFORE, in consideration of the mutual terms and covenants set 
  forth herein, Purchaser and Shareholders approve and adopt this Acquisition
  Agreement and mutually covenant and agree with each other as follows:
  
                                ARTICLE I
             SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED
  
  1.   a.  On the closing date the Shareholders shall transfer to Purchaser 
  certificates representing the equity of the Company described in Schedule "A" ,
  attached hereto and incorporated herein, which in the aggregate shall 
  represent all of the issued and outstanding shares of equity of the Company.  
  Such certificates shall be duly endorsed in blank by Shareholders or 
  accompanied by duly executed certificate powers in  blank with signatures
  guaranteed.  Alternatively, the shareholders may assign their rights to the
  shares if the shares have not been physically issued in the form of 
  certificates.
  
       b.  In exchange for the transfer of the equity of the Company pursuant to
  sub-section 
  
  1.a. hereof,  Purchaser shall on the closing date and contemporaneously with
  such transfer of the equity of the Company to it by the Shareholders, or rights
  thereto, issue and deliver to the Shareholders the number of shares of common 
  stock of the Purchaser specified on Schedule "B" hereof, which shares shall 
  total 9,000,000 shares of the Purchaser.
  
  2.    The parties intend that this acquisition and exchange of equity is to be
  an exchange/transaction pursuant to Section 368(a)(1)(c) of the Internal 
  Revenue Code of the United States.
  
                               ARTICLE II 
              REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
  
       2.01 Ownership of Equity.
  
            Shareholders are the record owners and holders of the number of
  fully paid and non-assessable shares of the Company listed in Schedule "A" 
  hereto as of the date hereof and will continue to own such shares of the 
  Company until the delivery thereof to the Purchaser on the closing date and all
  such shares are or will be on the closing date owned free and clear of all 
  liens, encumbrances, charges and assessments of every nature and subject to no
  restrictions with respect to transferability.  The Shareholders will have full
  power and authority to assign and transfer their shares of the Company in
  accordance with the terms hereof.
  
                               ARTICLE III
      REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND ITS MEMBERS
  
       3.01 Capitalization
  
       Except for this Agreement, there are no outstanding options, contracts,
  calls, commitments, agreements or demands of any character relating to the 
  shares of the Company owned by its Shareholders.
  
       3.02 Organization and Authority.
  
            (a)  The Company is a limited liability company duly organized, 
  validly existing and in good standing under the laws of the State of Utah, with
  all requisite corporate power and authority to own, operate and lease its 
  properties and to carry on its business as now being conducted, is duly 
  qualified and in good standing in every jurisdiction in which the property 
  owned, leased or operated by it, or the nature of the business conducted by it,
  makes such qualification necessary to avoid material liability or material
  interference in its business operations, and is not subject to any agreement, 
  commitment or understanding which restricts or may restrict the conduct of its 
  business in any jurisdiction or location.
  
            (b)  The outstanding shares of the Company are legally and validly 
  issued, fully paid and non-assessable.
  
            (c)  The Company does not own five percent (5%) or more of the 
  outstanding stock of any corporation except as may be disclosed to the
  Purchaser in a Disclosure Statement.
  
            (d)  The minute book of the Company made available to Purchaser 
  contains complete and accurate records of all meetings and other corporate 
  actions of the share-holders and the Managers (and any committee thereof) of 
  the Company.
  
            (e)  The Disclosure Statement contains a list of the managers,
  officers, and shareholders of Company and copies of the Articles of 
  Organization and Operating Agreement currently in effect of the Company.  
  
            (f)  The execution and delivery of this Agreement does not, and the
  consummation of the transaction contemplated hereby will not, subject to the
  approval and adoption by the Shareholders of the Company, violate any provision
  of the certificate/articles of incorporation or bylaws of the Company, or any
  provisions thereof, or result in the acceleration of any obligation under, any 
  mortgage, lien, lease, agreement, instrument, court order, arbitration award, 
  judgment or decree to which the Company is a party, or by which it is bound, 
  and will not violate any other restriction of any kind or character to which 
  it is subject.
  
            (g)  The total outstanding ownership of the Company at thge time of 
  Closing will be 1,940,000 as outlined in Schedule D.
  
       3.03 Financials.
  
            (a)  A balance sheet, list of assets, and list of payables and 
  receivables (hereafter "financial statements") of the Company have been 
  delivered by Company to the Purchaser.  Said financial statements are true and 
  correct in all material respects and present an accurate and complete
  disclosure of the financial condition of the Company as of its date and for 
  the periods covered.
  
            (b)  All accounts receivable, if any, (net of reserves for doubtful 
  accounts) of the Company shown on the books of account on the statement date 
  and as incurred in the normal course of business since that date, are 
  collectible in the normal course of business. 
  
            (c)  The Company has good and marketable title to all of its assets, 
  business and properties including, without limitation, all such properties 
  reflected in the balance sheet as of the statement date except as disposed of 
  in the normal course of business, free and clear of any mortgage, lien, pledge,
  charge, claim or encumbrance, except as shown on said balance sheet as of the
  statement date and, in the case of real properties except for rights-of-way 
  and easements which do not adversely affect the use of such property.  
  
            (d)  All currently used property and assets of the Company, or in
  which it has an interest, or which it has in possession, are in good operating
  condition and repair subject only to ordinary wear and tear.
  
       3.04 Changes Since the Statement Date.  Since the financial statement
  date, except as disclosed in the Disclosure Statement, there will not have 
  been any material negative change in the financial position or assets of the
  Company.
  
       3.05 Liabilities.  There are no material liabilities of the Company,
  whether accrued, absolute, contingent or otherwise, which arose or relate to 
  any transaction of the Company, its agents or servants occurring prior to the 
  statement date, which are not disclosed by or reflected in said financial 
  statements, except as disclosed in the Disclosure Statement.  There are no 
  such liabilities of the Company which have arisen or relate to any 
  transaction of the Company, its agents or servants, occurring since the 
  statement date, other than normal liabilities incurred in the normal conduct of
  the business of the Company, and none of which have a material adverse 
  effect on the business or financial condition of the Company, except
  as disclosed in the Disclosure Statement.  As of the date hereof, there are
  no known circumstances, conditions, happenings, events or arrangements, 
  contractual or otherwise, which may hereafter give rise to liabilities, except 
  in the normal course of business of the Company, except as disclosed in the
  Disclosure Statement.  
  
       3.06 Taxes.  All federal, province, county and local income, ad valorem, 
  excise, profits, franchise, occupation, property, sales, use gross receipts
  and other taxes (including any interest or penalties relating thereto) and 
  assessments which are due and payable have been duly reported, fully paid and 
  discharged as reported by the Company, and there are no unpaid taxes which 
  are, or could become a lien on the properties and assets of the Company,
  except as provided for in the financial statements of their date, or have been
  incurred in the normal course of business of the Company since that date.  All 
  tax returns of any kind required to be filed have been filed and the taxes 
  paid or accrued.
  
       3.07 Accuracy of All Statements Made by The Company.  No representation or
  warranty by the Company and Shareholders in this Agreement, nor any statement,
  certificate, schedule or exhibit hereto furnished or to be furnished by or on
  behalf of the Shareholders pursuant to this Agreement, nor any document or
  certificate delivered to Purchaser pursuant to this Agreement or in connection 
  with actions contemplated hereby, contains or shall contain any untrue 
  statement of material fact or omits or shall omit a material fact necessary 
  to make the statement contained therein not misleading.
  
                                ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF PURCHASER
  
       Purchaser represents and warrants as follows:
  
       4.01 Organization and Authority. 
  
       The Purchaser is a corporation duly organized, validly existing and in
  good standing under the laws of the State of Nevada, but at the time of 
  closing will be a Nevada corporation, with full power and authority to enter
  into and perform the transactions contemplated by this Agreement, and with 
  all requisite corporate power andauthority to own, operate and lease its 
  properties and to carry on its business as now being conducted, is duly 
  qualified and in good standing in every jurisdiction in which the property 
  owned, leased or operated by it, or the nature of the business conducted by
  it, makes such qualification necessary to avoid material liability or material 
  interference in its business operations, and is not subject to any agreement, 
  commitment or understanding which restricts or may restrict the conduct of its
  business in any jurisdiction or location. 
  
            (a)  The outstanding shares of the Purchaser are legally and validly 
  issued, fully paid and non-assessable.
  
            (b)  The Purchaser does not own five percent (5%) or more of the
  outstanding stock of any corporation, except as listed on the Disclosure 
  Statement.
  
            (c)  The minute book of the Purchaser  made available to the Company 
  and Shareholders contains complete and accurate records of all meetings and 
  other corporate actions of the shareholders and the Board of Directors (and 
  any committee thereof) of the Purchaser.
  
            (d)  The Disclosure Statement contains a list of the officers,
  directors and shareholders of the Purchaser and copies of the articles of 
  incorporation and by-laws currently in effect of the Purchaser.  
  
            (e)  The execution and delivery of this Agreement does not, and the
  consummation of the transaction contemplated hereby will not violate any 
  provision of the certificate/articles of incorporation or bylaws of the 
  Purchaser, or any provisions thereof, or result in the acceleration of any 
  obligation under, any mortgage, lien, lease, agreement, instrument, court 
  order, arbitration award, judgment or decree to which the Purchaser is a
  party, or by which it is bound, and will not violate any other restriction of
  any kind or character to which it is subject.
  
            (f)  The authorized capital stock of the Purchaser is one hundred 
  million (100,000,000) shares of common stock, no par value, of which ten 
  million seven hundred forty-nine thousand two hundred and eleven (10,749,211)
  shares of such stock will be issued and outstanding at the time of closing
  (inclusive of the shares issued pursuant to the acquisition).
  
       4.02 Performance of This Agreement.  The execution and performance of this
  Agreement and the issuance of stock contemplated hereby have been authorized
  by the board of directors of Purchaser.
  
       4.03 Financials.
  
            (a)  True copies of the financial statements of the Purchaser as of 
  December 31, 1997 have been completed and delivered by the Purchaser to the 
  Company.  These statements have been examined and certified by certified 
  public accountants.  Interim financial statements for the period ended 
  September 30, 1998 have also been provided.  Said financial statements are
  true and correct in all material respects and present an accurate and 
  complete disclosure of the financial condition and earnings of the Purchaser
  for the periods covered, in accordance with generally accepted accounting 
  principles applied on a consistent basis.
  
            (b)  All accounts receivable, if any, (net of reserves for doubtful 
  accounts) of the Purchaser shown on financial statement, and as incurred in 
  the normal course of business since that date, are collectible in the normal 
  course of business.   
  
            (c)  The Purchaser has good and marketable title to all of its
  assets, business and properties including, without limitation, all such 
  properties reflected in the aforementioned balance sheet, except as disposed 
  of in the normal course of business, free and clear of any mortgage, lien, 
  pledge, charge, claim or encumbrance, except as shown on said balance sheet,
  and, in the case of real properties, except for rights-of-way and easements
  which do not adversely affect the use of such property. 
  
       4.04 Changes Since  Audit Date.  Since the date of the financial
  statements, except as disclosed in writing, there has not been any material 
  change in the financial position or assets of the Purchaser.
  
       4.05 Accuracy of All Statements Made by Purchaser.  No representation or
  warranty by the Purchaser in this Agreement, nor any statement, certificate,
  schedule or exhibit hereto furnished or to be furnished by the Purchaser 
  pursuant to this Agreement, nor any document or certificate delivered to the 
  Company or the Shareholders pursuant to this Agreement or in connection with 
  actions contemplated hereby, contains or shall contain any untrue statement of 
  material fact or omits or shall omit a material fact necessary to make the
  statement contained therein not misleading.
  
       4.06 No Covenant as to Tax Consequences.  It is expressly understood and
  agreed that neither Purchaser nor its officers or agents has made any warranty 
  or agreement, expressed or implied, as to the tax consequences of the 
  transactions contemplated by this Agreement or the tax consequences of any 
  action pursuant to or growing out of this Agreement.
  
                                ARTICLE V
                        COVENANTS OF SHAREHOLDERS
       
       5.01 Access to Information.  Purchaser and its authorized representatives
  shall have full access during normal business hours to all properties, books, 
  records, contracts and documents of the Company, and the Company shall furnish
  or cause to be furnished to Purchaser and its authorized representative all 
  information with respect to its affairs and business of the Company as 
  Purchaser may reasonably request.
  
       5.02 Actions Prior to Closing.  From and after the date of this Agreement
  and until the closing date, the Company shall not materially alter its business.
       
       5.03    Limitation of Subsequent Corporate Actions.  It is expressly
  understood and agreed that the Company, the Shareholders, and their affiliates,
  will take all steps necessary to ensure that for a period of eighteen months
  there shall be no reverse split and that the assets  of the Company shall 
  remain in the Company as part of its business operations. 
  
                                ARTICLE VI
             CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
  
       Each and every obligation of Purchaser to be performed on the closing
  date shall be subject to the satisfaction of the Purchaser of the following 
  conditions:
  
       6.01 Truth of Representations and Warranties.  The representations and 
  warranties made by the Company and Shareholders in this Agreement or given on
  its behalf hereunder shall be substantially accurate in all material respects 
  on and as of the closing date with the same effect as though such 
  representations and warranties had been made or given on and as of the 
  closing date.
  
       6.02 Compliance with Covenants.  Shareholders shall have performed and 
  complied with all obligations under this Agreement which are to be performed 
  or complied with by them prior to or on the closing date, including the 
  delivery of the closing documents specified hereafter.
  
       6.03 Absence of Suit.  No action, suit or proceedings before any court or 
  any governmental or regulatory authority shall have been commenced or threatened
  and, no investigation by any governmental or regulatory authority shall have 
  been commenced, against the Shareholders, the Company or any of the affiliates,
  associates, officers or directors of any of them, seeking to restrain, prevent
  or change the transactions contemplated hereby, or questioning the validity or 
  legality of any such transactions, or seeking damages in connection with any
  of such transactions.
  
       6.04 Receipt of Approvals, Etc.  All approvals, consents and/or waivers
  that are necessary to effect the transactions contemplated hereby shall have 
  been received.
  
       6.05 No Material Adverse Change.  As of the closing date there shall not 
  have occurred any material adverse change which materially impairs the 
  ability of the Company to conduct its business or the earning power thereof on 
  the same basis as in the past.
  
       6.06 Accuracy of Financial Statement.  Purchaser and its representatives
  shall be satisfied as to the accuracy of all balance sheets, statements of 
  income and other financial statements of the Company furnished to Purchaser 
  herewith. 
  
       6.07 Proceedings and Instruments Satisfactory; Certificates.  All 
  proceedings, corporate or otherwise, to be taken in connection with the 
  transactions contemplated by this Agreement shall have occurred and all 
  appropriate documents incident thereto as Purchaser may request shall have 
  been delivered to Purchaser.  The Company and the Shareholders shall have 
  delivered certificates in such detail as Purchaser may request as  to 
  compliance with the conditions set forth in this Article.
  
                               ARTICLE VII
                   CONDITIONS PRECEDENT TO OBLIGATIONS 
                     OF THE COMPANY AND SHAREHOLDERS
  
       Each and every obligation of the Company and shareholders to be performed
  on the closing date shall be subject to the satisfaction prior thereto of the
  following conditions:
       
       7.01 Truth of Representations and Warranties.  The representations and 
  warranties of Purchaser contained in this Agreement shall be true at and as of 
  the closing date as though such representations and warranties were made at 
  and as of the transfer date.
  
       7.02 Purchaser's Compliance with Covenants.  Purchaser shall have
  performed and complied with its obligations under this Agreement which are to 
  be performed or complied with by it prior to or on the closing date.
  
       7.03 Absence of Suit.  No action, suit or proceedings before any court or
  any governmental or regulatory authority shall have been commenced or threatened
  and, no investigation by any governmental or regulatory authority shall have 
  been commenced against Purchaser, or any of the affiliates, associates, 
  officers or directors of the Purchaser seeking to restrain, prevent or 
  change the transactions contemplated hereby, or questioning the validity or 
  legality of any such transactions, or seeking damages in connection with any
  of such transactions.
  
       7.04 Receipt of Approvals, Etc.  All approvals, consents and/or waivers
  that are necessary to effect the transactions contemplated hereby shall have 
  been received.
  
       7.05 No Material Adverse Change.  As of the closing date there shall not 
  have occurred any material adverse change which materially impairs the ability 
  of the Purchaser to conduct its business or the earning power thereof on the
  same basis as in the past.
  
       7.06 Accuracy of Financial Statements.  The Company and the Shareholders 
  shall be satisfied as to the accuracy of all balance sheets, statements of 
  income and other financial statements of the Purchaser furnished to the 
  Company herewith.
  
       7.07 Proceedings and Instruments Satisfactory; Certificates.  All
  proceedings, corporate or otherwise, to be taken in connection with the 
  transactions contemplated by this Agreement shall have occurred and all 
  appropriate documents incident thereto as the Company may request shall have
  been delivered to the Company.  The Purchaser shall have delivered 
  certificates in such detail as the Shareholders may request as to compliance
  with the conditions set forth in this Article.
  
                               ARTICLE VIII
                             INDEMNIFICATION
  
       The Shareholders and the Company shall indemnify Purchaser for any loss, 
  cost, expense or other damage suffered by Purchaser resulting from, arising 
  out of, or incurred with respect to the falsity or the breach of any 
  representation, warranty or covenant made by the Company herein, and any 
  claims arising from the operations of the Company prior to the closing date.  
  Purchaser shall indemnify and hold the Shareholders harmless from and 
  against any loss, cost, expense or other damage (including, without 
  limitation, attorneys' fees and expenses) resulting from, arising out of, or 
  incurred with respect to, or alleged to result from, arise out of or have been 
  incurred with respect to, the falsity or the breach of any representation,
  covenant, warranty or agreement made by Purchaser herein. 
  
                                ARTICLE IX
                         SECURITY ACT PROVISIONS
  
       9.01 Restrictions on Disposition of Shares.  Shareholders covenant and
  warrant that the shares received are acquired for their own accounts and not 
  with the present view towards the distribution thereof and will not dispose of 
  such shares except (i) pursuant to an effective registration statement under 
  the Securities Act of 1933, as amended, or (ii) in any other transaction 
  which, in the opinion of counsel, acceptable to Purchaser, is exempt from 
  registration under the Securities Act of 1933, as amended, or the rules
  and regulations of the Securities and Exchange Commission thereunder.  In order
  to effectuate the covenants of this sub-section, an appropriate endorsement 
  will be placed upon each of the certificates of common stock of the Purchaser
  at the time of distribution of such shares pursuant to this Agreement, and 
  stop transfer instructions shall be placed with the transfer agent for the
  securities.
  
       9.02      Notice of Limitation Upon Disposition.  Each Shareholder is
  aware that the shares distributed pursuant to this Agreement will not have been
  registered pursuant to the Securities Act of 1933, as amended; and, therefore, 
  under current interpretations and applicable rules, the shareholder will 
  probably have to retain such shares for a period of at least one year and at 
  the expiration of such one year period sales may be confined to brokerage 
  transactions of limited amounts requiring certain notification filings with 
  the Securities and Exchange Commission and such disposition may be available 
  only if the Purchaser is current in its filings with the Securities and Exchange
  Commission under the Securities Act of 1933, as amended, or other public
  disclosure requirements, and the other limitations imposed thereby on the 
  disposition of shares of the Purchaser.  Additionally, "affiliates" owning 
  shares will be subject to additional restrictions limiting sales.
  
       9.03  Limited Public Market for Common Shares.  Each Shareholder 
  acknowledges that the common shares being issued pursuant to this agreement 
  currently has a limited public market in which the shares may be liquidated
  and there is no assurance that such public market will grow or develop. 
  
                                ARTICLE X
                                 CLOSING
  
       10.01     Time.  The closing of this transaction ("closing") shall be
  effective December 31, 1998.  Such date is referred to in this agreement as 
  the "closing date."
  
       10.02     Documents To Be Delivered by Shareholders.  At the closing
  Shareholders shall deliver to Purchaser the following documents:
  
            (a)  Certificates or assignments for all shares of stock of the
  Company in the manner and form required by sub-section 1.01 hereof. 
  
            (b)  A certificate signed by the Management of the Company that the
  representations and warranties made by the Company in this Agreement are true
  and correct on and as of the closing date with the same effect as though such
  representations and warranties had been made on or given on and as of the 
  closing date and that Shareholders have performed and complied with all of 
  their obligations under this Agreement which are to be performed or complied 
  with by or prior to or on the closing date.
  
            (c)  A copy of the Operating Agreement of the Company certified by its
  secretary and a copy of the certificate of incorporation of the Company 
  certified by the secretary of state.
  
            (d)  Certificates or letters from Shareholders evidencing the taking
  of the shares in accordance with the provisions of this agreement and their
  understanding of the restrictions thereunder.
  
            (e)  Such other documents of transfer, certificates of authority and 
  other documents as Purchaser may reasonably request.
  
       10.03     Documents To Be Delivered by Purchaser.  At the closing
  Purchaser shall deliver to Shareholders the following documents:
  
            (a)  Certificates for the number of shares of common stock of
  Purchaser as determined in Article 1 hereof.
  
            (b)  A certified copy of the duly adopted resolutions of the Board of
  Directors of Purchaser authorizing or ratifying the execution and performance
  of this Agreement and authorizing or ratifying the acts of its officers and 
  employees in carrying out the terms and provisions thereof.
            
                                ARTICLE XI
                       TERMINATION AND ABANDONMENT
  
       This Agreement may be terminated and the transaction provided for by this
  Agreement may be abandoned without liability on the part of any part to any
  other, at any time before the closing date, or on a post closing basis as 
  provided previously herein:
  
            (a)  By mutual consent of Purchaser and the Shareholders;
  
            (b)  By Purchaser if any of the conditions provided for in Article 6
  of this Agreement have not been met and have not been waived in writing by 
  Purchaser.
  
            (c)  By the Company if any of the conditions provided for in Article
  7 of this Agreement have not been met and have not been waived in writing by 
  the Company.
  
       In the event of termination and abandonment by any party as above
  provided in this Article, written notice shall forthwith be given to the other 
  party, and each party shall pay its own expenses incident to preparation for
  the consummation of this Agreement and the transactions contemplated hereunder.
  
                               ARTICLE XII
                              MISCELLANEOUS
  
       12.01      Notices.  All notices, requests, demands and other
  communications hereunder shall be deemed to have been duly given, if delivered 
  by hand or mailed, certified or registered mail with postage prepaid:
  
            (a)  If to The Company, Inc., or its shareholders, to Bernard Yaw, 
  Managing Member,  at 12732 South 125 East, Draper, Utah 84020 , or to such 
  other person and place as the Company and its shareholders shall furnish to 
  Purchaser in writing 
  
            (b)  If to Purchaser, to Nathan W. Drage at 4505 South Wasatch Blvd.,
  Suite 330, Salt Lake City, Utah 84124, or to such other person and place as
  Purchaser shall furnish to Company in writing.
  
       12.02     Announcements.  Announcements concerning the transactions
  provided for in this Agreement by either the Company or Purchaser shall be 
  subject to the approval of the other in all essential respects, except that 
  the approval of the Company shall not be required as to any statements and
  other information which Purchaser may submit to its shareholders.
  
       12.03     Default.  Should any party to this Agreement default in any of
  the covenants, conditions, or promises contained herein, the defaulting party 
  shall pay all costs and expenses, including a reasonable attorney's fee, 
  which may arise or accrue from enforcing this Agreement, or in pursuing any 
  remedy provided hereunder or by the statutes of the State of Utah, United 
  States of America.
  
       12.04     Assignment.  This Agreement may not be assigned in whole or in
  part by the parties hereto without the prior written consent of the other 
  party or parties, which consent shall not be unreasonably withheld.
  
       12.05     Successors and Assigns.  This Agreement shall be binding upon
  and shall inure to the benefit of the parties hereto, their successors and 
  assigns.
  
       12.06     Holidays.  If any obligation or act required to be performed
  hereunder shall fall due on a Saturday, Sunday or other day which is a legal 
  holiday established by the State of Utah, such obligation or act may be 
  performed on the next succeeding business day with the same effect as if it had
  been performed upon the day appointed.
  
       12.07     Computation of Time.  The time in which any obligation or act
  provided by this Agreement is to be performed is computed by excluding the 
  first day and including the last, unless the last day is a holiday, in which 
  event such day shall also be excluded.
  
       12.08     Governing Law and Venue.  This Agreement shall be governed by and
  interpreted pursuant to the laws of the Sate of Utah.  Any action to enforce
  the provisions of this Agreement shall be brought in a court of competent 
  jurisdiction within the State of Utah and in no other place.
  
       12.09     Partial Invalidity.  If any term, covenant, condition or
  provision of this Agreement or the application thereof to any person or 
  circumstance shall to any extent be invalid or unenforceable, the remainder of 
  this Agreement or application of such term or provision to persons or 
  circumstances other than those as to which it is held to be invalid or 
  unenforceable shall not be affected thereby and each term, covenant, condition
  or provision of this Agreement shall be valid and shall be enforceable to the
  fullest extent permitted by law.
  
       12.10     No Other Agreements.  This Agreement constitutes the entire 
  Agreement between the parties and there are and will be no oral 
  representations which will be binding upon any of the parties hereto.
  
       12.11     Rights are Cumulative.  The rights and remedies granted
  hereunder shall be in addition to and cumulative of any other rights or 
  remedies provided under the laws of the State of Utah.
  
       12.12      Waiver.  No delay or failure in the exercise of any power or
  right shall operate as a waiver thereof or as an acquiescence in default.  No 
  single or partial exercise of any power or right hereunder shall preclude any 
  other or further exercise thereof or the exercise of any other power or right.
  
       12.13     Survival of Covenants, Etc.  All covenants, representations,
  and warranties made herein to any parties or in any statement or document 
  delivered to any party hereto, shall survive the making of this Agreement and 
  shall remain in full force and effect until the obligations of such party
  hereunder have been fully satisfied.
  
       12.14     Further Action.  The parties hereto agree to execute and
  deliver such additional documents and to take such other and further action as
  may be required to carry out fully the transaction(s) contemplated herein.
  
       12.15     Amendment.  This Agreement or any provision hereof may not be 
  changed, waived, terminated or discharged except by means of a written 
  supplemental instrument signed by the party or parties against whom 
  enforcement of the change, waiver, termination, or discharge is sought. 
  
       12.16     Headings.  The descriptive headings of the various Sections or
  parts of this Agreement are for convenience only and shall not affect the 
  meaning or construction of any of the provisions hereof.
  
       12.17     Counterparts.  This agreement may be executed in two or more
  partially or fully executed counterparts, each of which shall be deemed an
  original and shall bind the signatory, but all of which together shall 
  constitute but one and the same instrument, provided that Purchaser shall 
  have no obligations hereunder until all Shareholders have become signatories
  hereto.
  
       IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
  Agreement effective the 31st  day of December, 1998.
  
                                     LEESBURG LAND AND MINING, INC.
  
                                     By   /s/ Robert Beaton                     
          
                                     Robert M. Beaton, President
  
  Company:                           INELLIQUIS LLC
  
                                     By /s/ Bernard Yaw                         
          
                                     Bernard Yaw, Managing Member
  
                              SHAREHOLDERS:
  
   /s/ Say Lim                                  /s/ Bernard Yaw        
  
   /s/ Mark Tippetts                            /s/ Blair Barrett         
  
   /s/ Jeff Nichols                             /s/ Ken Jenson           
  
   /s/ Liz Oxley                                /s/ Joe Christensen    
  
   /s/ Darren Burbank                          /s/ Darren Burbank   
  
   /s/ Dave Jones                              /s/ Bill Chipman       
  
                               SCHEDULE  A
  
  Name                          Shares To Be Purchased
  
  Say Lim                              51.0 %
  Bernard Yaw                          16.0
  Mark Tippets                         16.5
  Blair Barrett                        16.0
       Total                              100.0
  
         Total                            ______________
                                     
  
                               SCHEDULE  B
  
  Name                               Shares To Be Issued
  
  Say Lim                                 3,477,936
  Bernard Yaw                             1,733,952
  Mark Tippets                            1,778,832
  Blair Barrett                           1,778,832
  Jeff Nichols                               16,016
  Joe Christensen                             4,752
  Darren Burbank                              1,584
  Dave Jones                                  8,096
  Bill Chipman                              200,000
  
         Total                            9,000,000
  
                                SCHEDULE C
  
                                 OPTIONS
  
  Name                                         Amount       
  
  Ken Jenson                                   3,000
  
  Liz Oxley                                    3,000
  
  Bill Chipman                                 5,000
  
       Total                                  11,000
  
                                SCHEDULE D
  
    Shareholders                            Shares      
  
  Say Lim/Statmart USA Inc.               990,500
  
  Bernard Yaw                             310,588
  
  Mark Tippets                            320,456
  
  Blair Barrett                           320,456
  
       Total                            1,940,000
  
                    AMENDMENT TO ACQUISITION AGREEMENT
  
       The Acquisition Agreement between Leesburg Mining, Inc. and Intelliquis,
  LLC , effective December 31, 1998, is hereby amended as follows:
  
       1.  The net tangible assets of Intelliquis shall not be less than
  $500,000, which shall be reflected in audited financial statements within 
  thirty (30) days of closing;
  
       2.  Within (20) twenty days after the acquisition of Intelliquis, new
  management of Leesburg shall cause Leesburg to  retain a reputable financial 
  public relations firm; 
  
       3.   No public announcements to the stock market or shareholders, or
  letters to the shareholders, or filings with the Securities and Exchange
  Commission, shall be made without prior review and comment by securities 
  counsel.
  
       Dated this ____ day of January, 1999.
  
                                                              
                                LEESBURG LAND AND MINING, INC.
  
                                     By /s/ Robert Beaton                       
          
                                    Robert M. Beaton, President
  
                                    INELLIQUIS LLC
  
                                     By /s/ Bernard Yaw                          
                                     Bernard Yaw, Managing Member