EXHIBIT 2.1
AGREEMENT
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This Agreement is made this 22nd day of August 2003, by and between Internet
Business's International, Inc. ("Seller") and DCM Enterprises, Inc. ("Buyer").
Buyer desires to obtain from Seller an alternative company from Seller since Ace
Optics ceased operations immediately after the acquisitions of it by Buyer. In
lieu of an alternative Company the Buyer and Seller agree that the balance of
the DCME stock received by the Seller will be returned to the Buyer.
Therefore; Seller and Buyer are hereinafter agreed to according to them
following terms below:
Term of Agreement; Seller hereby agrees to either return the balances of the
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stock (1,517,264 shares of DCME) received from Buyer within 6 months from date
of agreement or provide a new Company of equal value to the Buyer. If new
Company is presented to Buyer and is accepted by buyer then the following
conditions will apply.
1. Price Per Share for Determination of Equity; The minimum evaluation
-------------------------------------------- price of the Common
Shares of DCME held by Seller covered by the Agreement shall be Fifty
Cents ($.50) per share. This is equal to $760,000 for evaluation of
equity for new Company sold to Buyer.
2. Equity Difference Based if any for New Company; Equity difference if
------------------------------------------------ any will be paid to
Buyer either in cash, note, Preferred Stock, or return of the
difference in value with DCME stock based upon $.50 per share. The
cash, issuance of note, Preferred Stock, and or return of DCME stock
will be paid or issued after the 6th month from date of this
agreement.
3. Term of Note if Applicable;The notes value will be based upon the
---------------------------- equity difference of the new Company and
the agreed value of the stock, which is $760,000, secured by the
assets of the Seller. The note will be all due and payable within 18
months from date of this agreement. It will bear an interest rate of
5% per annum and accrued interest will be paid quarterly.
4. Term of Preferred Stock if Applicable; The Preferred Stock will be
------------------------------------------- convertible into Common
stock at the end of 12 months from date of issuance. The number of
common share that are required to convert into the dollar value of the
Preferred Stock will be based upon a ten day closing average of the
price per share of that the common stock traded. The ten trading day
average will be the ten trading days just prior to end of the 12 month
term. The Preferred Stock will earn an interest rate of 5% per annum,
with interest paid quarterly.
Representations of Seller and Buyer; Both Seller and Buyer represent and warrant
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that it has taken all corporate action and received all corporate authority
required, including approval of its Board of Directors, to enter into this
Agreement.
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In Case of Dispute The laws of the state Nevada will govern in case of dispute.
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IN WITNESS WHEREOF, Seller and Buyer have duly executed this Agreement
on the date and year first above set forth.
Seller Buyer
Internet Business's International, Inc. DCM Enterprises. Inc.
By:/s/Xxxxxx X. Xxxx By:/s/ Xxxx Xxxxx
Its: CEO Its: President
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