TERMINATION AND TRANSFER AGREEMENT

Global Axxess Corporation and both WebTech companies entered into a master distributorship agreement on June 19, 2002, and have conducted their business relationship on the premises set out in the agreement.

Global Axxess decided to wind down its operations effective November 1, 2004.

The parties have agreed to cancel the master distributorship agreement and to restructure their ongoing business relationship as outlined in a letter agreement dated November 26, 2004.

In this agreement:

“Claim” includes any claim, action or cause of action, proceeding, assessment, loss, judgment, amount paid in settlement of actions or claims, liability (whether accrued, actual, contingent or otherwise), costs, deficiency, damage, expense (including, but not limited to, actual legal fees and disbursements) and demand whatsoever (including any liabilities, claims and demands for income, sales, excise or other taxes) in connection with any litigation, investigation, hearing or other proceeding of any kind and nature.

“Customer” means a person listed in Schedule “A”.

“Effective Date” means November 1, 2004.

“Global Ireland” means Global Axxess Corporation Limited, a corporation formed under the laws of Republic of Ireland.

“GlobeTrac” means GlobeTrac Delaware, Global Ireland, and Globetrac UK together.

“GlobeTrac Delaware” means GlobeTrac Inc., a corporation formed under the laws of Delaware.

“Globetrac UK” means Globetrac Limited, a company formed under the laws of England.

“MDA” means the master distributorship agreement dated June 19, 2002 among Global Ireland and WebTech.

“Product” means any product or service offered by WebTech.

“Qualified Customer” means a Customer who has ordered at least one Product before November 26, 2005.

“Qualified Sales” means all of WebTech’s invoiced sales of Product to Qualified Customers, whether sold by WebTech or by a licensee, affiliate or agent of WebTech.

“Receivables” mean all of GlobeTrac’s outstanding accounts receivable from all of its customers as of October 31, 2004.

“Retainer” means a service retainer of £5,000 with HQ Executive Offices, consisting of £1,300 for two months rent for the UK Office and £3,700 as a refund due to Globetrac UK from Globetrac UK’s move to a smaller office in November 2004.

“Royalty” means 6% of gross Qualified Sales.

“UK Office” means the office leased by Globetrac UK from HQ Executive Offices located at Wyvols Court, Swallowfield, Reading , Berkshire, England RG7 1WY.

“WebTech” means WebTech Alberta and WebTech Barbados together.

“WebTech Alberta” means WebTech Wireless Inc., a corporation formed under the laws of Alberta.

“WebTech Barbados” means WebTech Wireless International, a company formed under the laws of Barbados.

The MDA is terminated as of the Effective Date and this agreement governs the relations between the parties unless otherwise stated in this agreement; however, the non-disclosure and other provisions of the MDA that are intended to survive the termination of the MDA, survive the MDA in accordance with its terms, including paragraphs 38 and 62 to 65 inclusive. For the interpretation of paragraph 65, the date of WebTech’s last shipment to GlobeTrac (Distributor in the MDA) was August 4, 2004.

Globetrac UK will transfer control of the Customers to WebTech and will give WebTech full access to the Customer accounts and Receivables, all as of the Effective Date.

GlobeTrac will assist in the change of control in order not to disrupt the continuation of services to the Customers and, upon receipt of a written request from WebTech, will assist in the transfer of supplier accounts in order to support the Customers using WebTech’s portal (as defined in the MDA).

WebTech is entirely responsible for all technical inquiries and all warranties, problems and costs pertaining to any Product that Globetrac sold to a Customer while the MDA was effective, including the reconfiguration, installation, and warranty problems of any faulty Products, all as of the Effective Date.

GlobeTrac will terminate all of its employees and will pay their wages and benefits.

WebTech will, by the end of November 2004, reimburse GlobeTrac directly for the following employees’ wages and benefits:

Cheryl Castree’s wages for the pay periods ending on November 30, 2004, and December 6, 2004, which include 5.5 vacation days; and

Dominic Forde’s wages for the pay periods ending on November 30, 2004, and December 6, 2004, which include five vacation days.

GlobeTrac acknowledges that WebTech is not responsible for any other severance or employment-related liability and that GlobeTrac alone is responsible for paying wages or salaries to Colin Albert, Lloyd Crook and Sajid Hussains.

On the Effective Date, WebTech will assume liability for and pay all of the following of GlobeTrac’s outstanding accounts payable:

all accounts payable to David Jephcott, except invoice #GTRC0021/04 in the amount of £1,015.29, which GlobeTrac will pay;

all outstanding advertising invoices payable to Visible, either by paying Visible directly or by reimbursing GlobeTrac if GlobeTrac pays Visible; and

HQ Executive Offices’ invoice dated October 2004, which includes rent for November 2004, and any cost associated with HQ’s invoice dated November 1, 2004.

Globetrac UK will, by November 30, 2004, give to HQ Executive Offices the required two months’ notice to vacate the UK Office, and authorize HQ Executive Offices to transfer the refundable portion of the Retainer to WebTech and apply the rent portion to rent for the notice period (December 1, 2004 to January 31, 2005).

WebTech may, at its own cost, use the UK Office during the notice period, and contract directly with HQ Executive Offices for the lease of the UK Office or other offices after the end of the notice period, provided that it incurs no costs for the account of Globetrac UK from the Effective Date.

WebTech will write-off all of its outstanding accounts receivable from GlobeTrac in consideration of GlobeTrac’s delivering to WebTech all of GlobeTrac’s Product inventory, whether in the possession of GlobeTrac or WebTech, and any Customer goodwill, all as of the Effective Date.

GlobeTrac can collect the Receivables for its own account. WebTech will assist GlobeTrac in collecting the Receivables.

If GlobeTrac encounters difficulty in collecting a Receivable from any Customer, WebTech will not provide Products to that Customer until the Receivable is paid in full, but only if GlobeTrac has delivered to WebTech both written evidence that the Receivable is due and payable and written instructions to not provide the Products or services to the Customer.

If a Customer refuses to pay a Receivable as a result of a faulty Product then WebTech will, at its own cost, honor the Product warranty and repair or replace the Product in accordance with the Product warranty, all without affecting the amount of the Receivable, which GlobeTrac can still collect from the Customer for its own account.

The Royalty is payable on all Qualified Sales of Products during the eleven years beginning November 1, 2004 and ending on October 31, 2015.

WebTech will pay the Royalty to GlobeTrac by the end of the 30 ^th day following the end of each of WebTech’s fiscal quarters in which WebTech receives the Qualified Customers’ payments for Products on which the Royalty is calculated.

The Royalty is not subject to any maximum cap.

WebTech will deliver to GlobeTrac with each Royalty payment a written confirmation, signed by its chief financial officer or by the person performing the same