-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUH8UPx4LxGkFXw9DBxXvpiFe8O3R8ghxlzPEj7iX+f1Th9BQwDNJpMCfD+Nh2HT 0gr8EcZxeR/GhsGylZdJVw== 0001176721-04-000102.txt : 20040305 0001176721-04-000102.hdr.sgml : 20040305 20040305154419 ACCESSION NUMBER: 0001176721-04-000102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031208 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET BUSINESS INTERNATIONAL INC CENTRAL INDEX KEY: 0000880584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330307734 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20259 FILM NUMBER: 04652035 BUSINESS ADDRESS: STREET 1: 4634 SOUTH MARYLAND PARKWAY SUITE 101 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7029680008 MAIL ADDRESS: STREET 1: 4634 SOUTH MARYLAND PARKWAY SUITE 101 CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL FOOD & BEVERAGE INC /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported event): December 8, 2003 Internet Business's International, Inc. (Exact name of registrant as specified in its charter) Nevada 0-20259 33-0845463 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2250 East Tropicana, Suite 19-309 Las Vegas, Nevada 89119 (Address of principal executive offices) (Zip Code) (775) 588-2387 Registrant's telephone number, including area code None (Former name or former address, if changed since last report) ITEM 5. OTHER INFORMATION. On December 8, 2003, Internet Business's International, Inc. ("IBII") entered into an Asset Purchase Agreement with Debit Card Marketing Company, Inc. ("DCM") pursuant to which IBII would purchase from DCM, the Anonymous Debit Cash Card, the Chex First agreement, the Senior Plan agreement, DCME stock and other assets of DCM (collectively referred to as the "Assets") in exchange for 60,000,000 shares of Global Debit Cash Card restricted common stock. The Asset Purchase Agreement is filed herewith as Exhibit 99.1, and the description contained herein of the Asset Purchase Agreement is qualified in its entirety by reference to such exhibit. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description 99.1 Asset Purchase Agreement dated December 8, 2003 by and between Internet Business International, Inc. and Debit Card Marketing Company, Inc. Exhibits to the Asset Purchase Agreement have not been filed with this Form 8-K as the Company does not believe that such exhibits would contain information material to an investment decision that is not otherwise disclosed. The Company hereby agrees to furnish a copy of any omitted exhibit to the Securities and Exchange Commission upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERNET BUSINESS INTERNATIONAL, INC. Date: February 25, 2004 By: /s/Albert R. Reda Albert R. Reda Chief Executive Officer 2 EX-99.1 3 doc2.txt ASSET PURCHASE AGREEMENT Exhibit 99.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is entered into and to be effective as of December 8, 2003 (the "Effective Date") between INTERNET BUSINESS INTERNATIONAL, INC., a Nevada corporation ("IBII"), and DEBIT CARD MARKETING COMPANY, INC. a privately held New York corporation ("DCM"). RECITALS WHEREAS, DCM owns certain assets relating to its business and DCM wishes to sell its assets, specifically to Global Debit Cash Card, Inc.,("GDCC") a subsidiary of IBII, WHEREAS, pursuant to the terms and conditions of this Agreement, DCM wishes sell to IBII the asset, and IBII desires to purchase from DCM the asset, NOW THEREFORE, in consideration of the premises and the mutual representations, warranties and covenants set forth herein, IBII and DCM agree that: AGREEMENT 1.SALE OF ASSET; RELATED TRANSACTIONS. - ------------------------------------------ 1.1 PURCHASE AND SALE. Subject to the terms and conditions contained herein, ----------------------- IBII agrees to buy and DCM agrees to sell to IBII the Assets described herein as the Anonymous Debit Cash Card, the Chex First agreement, the Senior Plan agreement and the DCME Stock, assets of DCM (collectively the "Assets") including the contracts, rights, and properties, more specifically described in Exhibit A to this Agreement. - ---------- 1.2 ASSIGNMENT OF CONTRACTS. To the best of each party's knowledge, there are - ------------------------------ contracts directly related to the Assets (collectively, the "Contracts"). However, DCM agrees to assign all of its rights of the Contracts, if any, to IBII's subsidiary. DCM shall give all such assistance to IBII as IBII reasonably requests to enable it to enjoy the benefit of such Contracts. If consents to the transfer or assignment of such Contracts from third parties are required and such consents have not already been obtained, DCM will use its best efforts to obtain such consents prior to the Closing Date. 1.3 COMPLETE TRANSFER. DCM expressly agrees that the sale of the Asset under - ----------------------- this Agreement constitutes a complete transfer of all of its rights, title and interest with respect to the Asset and that DCM reserves no rights in and/or to the Asset. 1.3.1LIABILITIES NOT ASSUMED. IBII shall not, and shall not be required to, - ------------------------------ assume or be obligated to pay, discharge or perform, any debts, liabilities, adverse claims or obligations of any kind or nature whatsoever of DCM or the Assets, whether in connection with the Asset or otherwise and whether arising 3 before or after the consummation of the transactions contemplated herein, or bear any cost or charge with respect thereto, except as described herein. 2. PAYMENT. - ------------ 2.1 PURCHASE PRICE. - -------------------- 60,000,000 SHARES OF RESTRICTED AS PER RULE 144 STOCK OF GDCC. 2.2 TAXES. DCM shall be responsible for any and all sales or other transaction - ---------- taxes, duties and other similar charges payable in connection with the sale of the Asset or the transactions and payments contemplated hereby. 3. CLOSING DELIVERABLES. - ------------------------- (a) Clear title to all the Assets. (b) Assignment of all the Contracts. 4. REPRESENTATIONS AND WARRANTIES OF DCM. - ---------------------------------------------- DCM represents and warrants to IBII as set forth in this Section 4. 4.1 ORGANIZATION AND STANDING. DCM is a corporation organized, validly existing - ------------------------------ and in good standing under the laws of the State of New York. 4.2 POWER AND AUTHORIZATION. DCM has all requisite legal power and authority to - ---------------------------- enter into and perform this Agreement in accordance with its terms. The execution and delivery of this Agreement and the transactions contemplated hereby have been validly and duly authorized by all necessary corporate action on the part of DCM and no further authorization or approval, whether from directors or shareholders of DCM, or governmental bodies or otherwise, is necessary to enable DCM to enter into and perform the same; and this Agreement, when executed and delivered, shall constitute the legal and binding obligation of DCM, enforceable against DCM in accordance with its terms. 4.3 TITLE TO ASSET. - --------------------- 4.3.1 GOOD TITLE. DCM has good and marketable title in and to all of the Asset - ------------------ and such are not subject to any mortgage, pledge, lien, lease, claim, encumbrance, charge, security interest, royalty obligations or other interest or claim of any kind or nature whatsoever. There are no material agreements or arrangements between DCM and any third party, which are reasonably likely to have a material effect upon IBII's title to and other rights respecting the Asset. 4.3.2 PROTECTION OF OWNERSHIP INTEREST. DCM has taken and will take all - ------------------------------------------ reasonable security measures to protect the secrecy, confidentiality and value 4 of the Asset transferred in accordance with this Agreement. DCM has not taken any action or, to its knowledge, failed to take an action that directly or indirectly caused the proprietary value of the Asset to enter the public domain or in any way affected its value or IBII's absolute and unconditional ownership thereof. 4.3.3 NO LIMITATIONS ON ASSET. With respect to the transfer of rights in and to - ------------------------------ the Asset under this Agreement, except as to the Contracts assigned to IBII under Section 1.2, IBII shall be subject to no limitations, obligations or restrictions with regard to the sale, license, distribution or other transfer or exploitation of the Asset, whether in the form transferred to IBII or after modification. 4.3.5 NO VIOLATION OF THIRD PARTY RIGHTS. The use of the Asset and any - ---------------------------------------------- associated intellectual property rights in the Asset in the conduct of DCM's business have not and do not infringe or conflict with the rights of others under any intellectual property rights in any jurisdiction in the world. 4.3.6 NO INDEMNITY OBLIGATIONS. DCM has not agreed to indemnify any third party - ------------------------------- for or against any infringement of any intellectual property rights. 4.4 CONFLICTING AGREEMENTS. Neither the execution nor delivery by DCM of this - ---------------------------- Agreement nor compliance by DCM with the terms and provisions hereof will (a) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, the bylaws or articles of incorporation of DCM, any award of any arbitrator or any other agreement, any regulation, law, judgment, order or the like to which DCM is subject or any Contract, or (b) result in the creation of any lien upon all or any of the Asset. DCM is not a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness, any agreement relating thereto or any other contract or agreement which restricts or otherwise limits the transfer of the Asset. 4.5 LITIGATION. No action, suit, proceeding or investigation is pending or - --------------- threatened against DCM: (a) which questions the validity of this Agreement or the right of DCM to enter into this Agreement or seeks to prevent any of the transactions contemplated under this Agreement, (b) which is reasonably likely to have a material adverse effect on the Asset, (c) which challenges the ownership or use, in any respect, of the Asset, or (d) which challenges the rights of DCM under or the validity of any of the Intellectual Property Rights. There is no judgment, decree, injunction, rule or order of any court, governmental department, commission agency, instrumentality or arbitrator or other similar ruling outstanding against DCM relating to the Asset or this transaction. No action, suit, proceeding or investigation is pending or threatened by DCM against any third party relating to the Asset. 4.6 GOVERNMENTAL AUTHORIZATIONS AND REGULATIONS. DCM is not in - --------------------------------------------------- violation of any laws, material governmental orders, rules or regulations, whether federal, state or local, to which DCM or the Asset are subject except for any such violations which are not reasonably likely to have a material adverse effect on IBII. 5 4.7 TAXES. There are no tax liens against the Asset and there is no basis for - ---------- any such lien. 4.8 BROKERAGE. There are no claims for brokerage commissions, finders' fees or - -------------- similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of DCM. 4.9 FULL DISCLOSURE. This Agreement, and the Exhibits hereto, and all other - --------------------- documents delivered by DCM to IBII or their attorneys or agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, when taken as a whole, do not contain any untrue statement of a material fact nor, to DCM's knowledge, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. 5. REPRESENTATIONS AND WARRANTIES OF IBII. - ----------------------------------------------- IBII represents and warrants to DCM as follows: 5.1 ORGANIZATION AND STANDING. IBII is a corporation duly organized, validly - -------------------------------- existing and in good standing under the law of Nevada. 5.2 POWER; AUTHORIZATION. IBII has all requisite legal power and authority to - -------------------------- enter into and perform this Agreement in accordance with its terms. The execution and delivery of this Agreement and the transactions contemplated hereby have been validly and duly authorized by all necessary corporate action on the part of IBII and no further authorization or approval, whether from directors or shareholders of IBII or governmental bodies or otherwise, is necessary to enable IBII to enter into and perform the same; and this Agreement, when executed and delivered, shall constitute the legal and binding obligation of IBII, enforceable against IBII in accordance with its terms. 5.3 CAPITALIZATION. As of December 3, 2003, IBII authorized capital stock - ------------------- consists of (a) 490,000,000 shares of Common Stock, with par value of $.001, of which 80,000,000 SHARES are issued and outstanding and (b) 10,000,000 shares of ----------------- Preferred Stock, without par value, of which no shares have been issued. 5.4 SHARES VALIDLY ISSUED. When issued in compliance with the provisions of this - ------------------------- Agreement, the Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. 5.5 CONFLICTING AGREEMENTS. Neither the execution nor delivery by IBII of this - ---------------------------- Agreement nor compliance by IBII with the terms and provisions hereof will conflict with, or result in a breach of (a) the terms, conditions or provisions of, or constitute a default under, or result in any violation of, the bylaws or 6 articles of incorporation of IBII or any agreement to which IBII is a party, which would prevent any of the transactions contemplated under this Agreement, or (b) any regulation, law, judgment, order or the like to which IBII is subject, the default or violation of which would prevent any of the transactions contemplated under this Agreement. 5.6 LITIGATION. No action, suit, proceeding or investigation is pending or - --------------- threatened against IBII which questions the validity of this Agreement or the right of IBII to enter into this Agreement or seeks to prevent any of the transactions contemplated under this Agreement. 5.7 BROKERAGE. There are no claims for brokerage commissions, finders' fees or - -------------- similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of IBII. 5.8 FULL DISCLOSURE. This Agreement, and the Exhibits hereto, and all other - --------------------- documents delivered by DCM to IBII or their attorneys or agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, when taken as a whole, do not contain any untrue statement of a material fact nor, to DCM's knowledge, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. 6. CLOSING CONDITIONS. - ------------------------ The parties hereto agree that neither party shall be liable to the other for any amount for a failure of the Closing to occur as a result of a closing condition. 6.1 DCM's CLOSING CONDITIONS. DCM's obligations to sell the Asset to IBII are - ------------------------------ subject to the fulfillment on or prior to the Closing Date of all of the following conditions by IBII. 6.1.1 MATERIAL ADVERSE CHANGE. DCM shall be satisfied in its sole discretion - -------------------------------- that the representations and warranties made by IBII in Section 5 above are true and correct as of the Closing Date. 6.1.2 CONSENTS, APPROVALS AND WAIVERS. IBII shall have obtained any and all - ----------------------------------------- approvals, consents and waivers and made all filings necessary or appropriate to effect the contemplated transactions under this Agreement. 6.1.3 COVENANTS. All covenants, agreements and conditions contained in this - ---------------- Agreement to be performed by IBII on or prior to the Closing Date shall have been performed or complied with in all respects. 6.1.4 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in - ---------------------------------- connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to DCM and its counsel, and DCM and its counsel shall have received all 7 such counterpart originals or certified or other copies of such documents and instruments as they may reasonably request. 6.2 CLOSING CONDITIONS OF IBII. IBII's obligations to purchase the Asset are - --------------------------------- subject to the fulfillment on or prior to the Closing Date of all of the conditions set forth below: 6.2.1 MATERIAL ADVERSE CHANGE. IBII shall be satisfied in its sole discretion - -------------------------------- (a) that the representations and warranties made by DCM in Section 4 above are true and correct as of the Closing Date. 6.2.2 CONSENTS, APPROVALS AND WAIVERS. DCM shall have obtained, in a manner - ----------------------------------------- satisfactory to IBII and its counsel, any and all approvals, consents, permits and waivers and made all filings necessary or appropriate for the sale and transfer of the Asset under this Agreement. 6.2.3 COVENANTS. All covenants, agreements and conditions contained in this - ---------------- Agreement to be performed by DCM on or prior to the Closing Date shall have been performed or complied with in all respects. 6.2.4 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in - ---------------------------------- connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to IBII and its counsel, and IBII and its counsel shall have received all such counterpart originals or certified or other copies of such documents and instruments as they may reasonably request. 7. INDEMNIFICATION. - ------------------- 7.1 DCM INDEMNITY. DCM and its successors (collectively, the "Sellers") agree to - ----------------- indemnify IBII, its affiliates, its subsidiaries, or its successors (collectively the "Purchasers") and hold them harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal and expert witnesses' fees and expenses) incurred by the Purchasers, directly or indirectly, to the extent that such liabilities, losses, damages, costs or expenses ("Damages") are occasioned by, caused by or arise out of: 7.1.1 Any breach of any of the representations or warranties or failure to perform any of the covenants made by the Sellers in this Agreement, or any certificate, exhibit, instrument or other document delivered pursuant to this Agreement; or 7.1.2 Any debts, claims, liabilities, or obligations of the Sellers not expressly assumed by Purchaser pursuant to this Agreement; or 7.2 IBII INDEMNITY. Purchasers agrees to indemnify Sellers and hold them - -------------------- harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal and expert witnesses' 8 fees and expenses) incurred by the Sellers to the extent that such Damages are occasioned by, caused by or arise out of: 7.2.1 any breach of any of the representations or warranties or failure to perform any of the covenants made by Purchasers in this Agreement, or any certificate, exhibit, instrument or other document delivered pursuant to this Agreement; or 7.3 INDEMNIFICATION CLAIMS. If either party hereto (the "Claimant") wishes to - ---------------------------- assert an indemnification claim against the other party hereto, the Claimant shall deliver to the other party a written notice setting forth: a) the specific representation and warranty alleged to have been breached by such other party; b) a detailed description of the facts and circumstances giving rise to the alleged breach of such representation and warranty; and c) a detailed description of, and a reasonable estimate of the total amount of, the Damages actually incurred or expected to be incurred by the Claimant as a direct result of such alleged breach. 7.4 DEFENSE OF THIRD PARTY ACTIONS. If either party hereto (the "Indemnified - -------------------------------------- Party") receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified 9 Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld. 7.5 EXPIRATION OF REPRESENTATIONS AND WARRANTIES. All of the representations and - ------------------------------------------------ warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of DCM and IBII with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim. 7.6 THRESHOLD. Neither the Sellers nor the Purchasers shall be required to make - -------------- any indemnification payment pursuant to Section 7.1 or 7.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000). 8. POST-CLOSING COVENANTS. - --------------------------- [DESCRIBE, IF ANY] 9. TERMINATION. - --------------- 9.1 GROUNDS FOR TERMINATION. This Agreement may be terminated at any time before - --------------------------- the Closing Date: a) By mutual written consent of DCM and IBII; b) By DCM or IBII if the Closing shall not have been consummated on or before the Closing Date; provided, however, that the right to terminate this 10 Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Closing Date; c) By DCM or IBII if a court of competent jurisdiction or govern mental, regulatory or administrative agency or commission shall have issued a Court Order (which Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the Transactions, and such Court Order shall have become final and nonappealable; d) By DCM, if IBII shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by IBII shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within 20 days after notice thereof; and, e) By IBII, if DCM shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the IBII hereunder. 9.2 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to Section - -------------------------- 9.1, the agreements contained herein shall survive the termination hereof and any party may pursue any legal or equitable remedies that may be available if such termination is based on a breach of another party. 10. MISCELLANEOUS. - ------------------ 10.1 GOVERNING LAW. This Agreement shall be governed by and construed in - -------------------- accordance with the substantive laws of the State of Nevada applicable to contracts between Nevada residents entered into and to be performed entirely within the State of Nevada. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought exclusively in a state or federal court in Nevada. 10.2 WAIVERS; CUMULATIVE REMEDIES. Any waiver, consent or the like must be in - ------------------------------------ writing. Any waiver by either party of any breach of this Agreement by the other party shall not constitute a waiver of any other or subsequent breach of this Agreement. All remedies, either under this Agreement or by law or otherwise, afforded to the parties hereunder shall be cumulative and not alternative. 10.3 NOTICES. All notices and other communications required or permitted - ------------- hereunder shall be in writing and shall be effective upon receipt by facsimile with a confirming copy sent by first-class mail, postage prepaid, or five (5) days after deposit in the U.S. postal system by certified or registered mail, return receipt requested, postage prepaid to the addresses first set forth below 11 such other address as a party may designate for itself by providing notice hereunder: 10.4 ARBITRATION. Any dispute, claim or controversy arising out of or relating - ----------------- to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Nevada, before a sole arbitrator, in accordance with the laws of the State of Nevada for agreements made in and to be performed in this State. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. 10.4.1 Allocation of Fees and Costs. The arbitrator shall, in the Award, - ---------------------------------------- allocate all of the costs of the arbitration (and the mediation, if applicable), including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who did not prevail. 10.5 EXPENSES. Each party shall bear its own expenses and legal fees incurred on - ------------- its behalf with respect to this Agreement and the transaction contemplated hereby. 10.6 SEVERABILITY. In case any provision of this Agreement is held to be invalid - ----------------- or unenforceable, such provision shall be deemed amended to the extent required to make it valid and enforceable and such amended provision and the remaining provisions of this Agreement will remain in full force and effect. 10.7 TITLE AND HEADINGS. The titles and headings contained in this Agreement are - ----------------------- inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 10.8 SUCCESSOR AND ASSIGNS. The provisions hereof shall inure to the benefit of, - -------------------------- and be binding upon, the successors and assigns of the parties hereto. 10.9 RIGHTS OF THIRD PARTIES. Nothing contained in this Agreement, express or - ------------------------------- implied, shall be deemed to confer any rights or remedies upon, or obligate any of the parties hereto, to any person or entity. 10.10 PUBLICITY. The terms of this Agreement shall be considered confidential - ---------------- information of DCM and IBII. Both parties agree that the specific provisions hereof shall not be revealed or disclosed by it without the prior written consent of the other except to the extent such disclosure is required by applicable law or regulation. 10.11 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Exhibits hereto and the - ----------------------------------- other documents delivered pursuant hereto constitute the full, exclusive, complete and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersedes and revokes all other previous discussions, understanding and agreements, whether oral or written, 12 between the parties with regard to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the affected party. The parties to this Agreement have caused this Agreement to be executed and delivered as of December 8th , 2003. Internet Business International, Inc. Debit Card Marketing Company, Inc. - ---------------------------------------- ----------------------------------- By: /s/ Albert R. Reda By: /s/ Alan M Kestin - ---------------------------------------- ----------------------------------- Name: Albert R. Reda Name: Alan M. Kestin - ---------------------------------------- ----------------------------------- Title: Chief Executive Officer and Title: Chief Executive Officer ----------------------------------- President - ---------------------------------------- 13 -----END PRIVACY-ENHANCED MESSAGE-----