EX 10.6


    TERMINATION
      AND TRANSFER AGREEMENT

     

    This
      agreement
      dated
      for reference November 1, 2004, is among GlobeTrac
      Inc.,
      Global
      Axxess Corporation Limited,
      and
Globetrac
      Limited,
      all
      with an executive address at 1100 Melville Street, 6th
      Floor,
      Vancouver, B.C., V6E 4A6, and
      fax (604) 682-8231;
      and
WebTech
      Wireless Inc.
      and
WebTech
      Wireless International,
      both of
      #215 - 4299 Canada Way, Burnaby, British Columbia, V5G 1H3, and
      fax (604) 434-5270;

     

    Whereas:

    
 

    
      	A.  	
              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.

            


    

     

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

          


     

    	C.  	
            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.

          


     

    for
      valuable consideration,
      the
      receipt and sufficiency of which are acknowledged, the parties agree
      that:

     

     

    INTERPRETATION

     

    	1.  	
            In
              this agreement:

          


     

    	a.  	
            “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.

          


     

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

          


     

    	c.  	
            “Effective
              Date” means November 1, 2004.

          


     

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

          


     

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

          


     

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

          


     

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

          


     

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

          


     

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

          


     

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

          


     

    	k.  	
            “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.

          


     

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

          


     

    	m.  	
            “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.

          


     

    	n.  	
            “Royalty”
              means 6% of gross Qualified Sales.

          


     

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

          


     

    	p.  	
            “WebTech”
              means WebTech Alberta and WebTech Barbados
              together.

          


     

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

          


     

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

          


     

    TERMINATION

     

    Termination
      of MDA

     

    	2.  	
            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.

          


     

    TRANSFER

     

    Transfer

     

    	3.  	
            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.

          


     

    	4.  	
            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).

          


     

    Inquiries
      and Problems

     

    	5.  	
            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.

          


     

    Payment
      of Employees 

     

    	6.  	
            GlobeTrac
              will terminate all of its employees and will pay their wages and
              benefits.

          


     

    	7.  	
            WebTech
              will, by the end of November 2004, reimburse GlobeTrac directly for
              the
              following employees’ wages and benefits:

          


     

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

          


     

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

          


     

    	8.  	
            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.

          


     

    Accounts
      Payable

     

    	9.  	
            On
              the Effective Date, WebTech will assume liability for and pay all of
              the
              following of GlobeTrac’s outstanding accounts
              payable:

          


     

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

          


     

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

          


     

    	c.  	
            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.

          


     

    UK
      Office Lease

     

    	10.  	
            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).

          


     

    	11.  	
            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.

          


     

    Write-Offs

     

    	12.  	
            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.

          


     

    Collection
      of Receivables

     

    	13.  	
            GlobeTrac
              can collect the Receivables for its own account. WebTech will assist
              GlobeTrac in collecting the Receivables.

          


     

    	14.  	
            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.

          


     

    	15.  	
            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.

          


     

    ROYALTY

     

    	16.  	
            The
              Royalty is payable on all Qualified Sales of Products during the eleven
              years beginning November 1, 2004 and ending on October 31,
              2015.

          


     

    	17.  	
            WebTech
              will pay the Royalty to GlobeTrac by the end of the 30th
              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.

          


     

    	18.  	
            The
              Royalty is not subject to any maximum
              cap.

          


     

    	19.  	
            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 or similar duties, that all Qualified Sales have
              been
              included in the calculation of the
              Royalty.

          


     

    	20.  	
            WebTech’s
              calculation of Royalty payments, as confirmed by its CFO, is deemed
              correct and is binding on GlobeTrac unless GlobeTrac disputes its
              correctness in writing within twelve months of its receipt of the CFO’s
              written confirmation. WebTech will make available to GlobeTrac at
              GlobeTrac’s request all of its books and records that pertain to the
              Customers. GlobeTrac may inspect the books and records at WebTech’s
              offices during WebTech’s business hours no more than once in each of
              WebTech’s fiscal quarters. GlobeTrac, at its cost, may appoint an
              independent auditor to audit WebTech’s records of all sales to Customers
              no more than once a year.

          


     

    REPRESENTATIONS
      AND WARRANTIES

     

    GlobeTrac

     

    	21.  	
            GlobeTrac
              Delaware, Global Ireland and Globetrac UK each represents and warrants
              that:

          


     

    	a.  	
            It
              is a corporation formed and in good standing under the laws of its
              incorporating jurisdiction.

          


     

    	b.  	
            It
              has the legal capacity and authority to make and perform this
              agreement.

          


     

    	c.  	
            It
              has taken the necessary corporate actions to authorize the signing
              of this
              agreement and the performance of its
              terms.

          


     

    	d.  	
            It
              has given all of its employees the notice of termination required by
              law
              in the jurisdiction of the employment as required by this
              agreement.

          


     

    	22.  	
            The
              representations and warranties contained in Section are for the exclusive
              benefit of WebTech, and WebTech may waive a breach of any one or more
              of
              them in whole or in part at any time without prejudice to its rights
              in
              respect of any other breach of the same or any other representation
              or
              warranty. The representations and warranties contained in Section survive
              the signing of this agreement.

          


     

    WebTech

     

    	23.  	
            WebTech
              Alberta and WebTech Barbados each represents and warrants
              that:

          


     

    	a.  	
            It
              is a company formed and in good standing under the laws of its
              incorporating jurisdiction.

          


     

    	b.  	
            It
              has the legal capacity and authority to make and perform this
              agreement.

          


     

    	c.  	
            It
              has taken the necessary corporate actions to authorize the signing
              of this
              agreement and the performance of its
              terms.

          


     

    	24.  	
            The
              representations and warranties contained in Section are for the exclusive
              benefit of GlobeTrac, and GlobeTrac may waive a breach of any one or
              more
              of them in whole or in part at any time without prejudice to its rights
              in
              respect of any other breach of the same or any other representation
              or
              warranty. The representations and warranties contained in Section survive
              the signing of this agreement.

          


     

    INDEMNIFICATION

     

    	25.  	
            WebTech
              indemnifies against and saves harmless GlobeTrac from all Claims imposed
              on or incurred by or asserted against GlobeTrac in connection with
              or in
              any way related to or arising out of

          


     

    	a.  	
            any
              misrepresentation, breach of warranty or non-fulfilment of any covenant
              by
              WebTech under this agreement or any other agreement, certificate or
              other
              instrument furnished or to be furnished to GlobeTrac under this agreement,
              and

          


     

    	b.  	
            any
              Claim, related to GlobeTrac’s sales of Products, from a Customer or any
              other person who bought a Product from
              GlobeTrac.

          


     

    	26.  	
            If
              any indemnified Claim is brought against GlobeTrac, GlobeTrac will
              notify
              WebTech in writing, and WebTech will assume the defence of the Claim,
              including the retaining of counsel and the payment of all expenses.
              GlobeTrac may retain separate counsel for any Claim and participate
              in the
              defence, with the fees and expenses of GlobeTrac’s separate counsel also
              at WebTech’s expense. GlobeTrac’s failure to notify WebTech of a Claim
              does not relieve WebTech from these obligations unless the failure
              actually prejudices the defence of the
              Claim.

          


     

    	27.  	
            WebTech
              will not settle or compromise or consent to the entry of any judgement
              in
              any Claim without first obtaining the written consent of GlobeTrac,
              which
              consent will not be unreasonably withheld. Such a settlement, compromise
              or consent must include an unconditional release of WebTech and GlobeTrac
              from all liability arising out of the
              Claim.

          


     

    	28.  	
            The
              indemnity and contribution obligations of WebTech are in addition to
              and
              not in substitution for any liability that WebTech or any other person
              may
              otherwise have (whether arising under contract or at law or otherwise),
              extend upon the same terms and conditions to all indemnified parties,
              and
              are binding upon and enure to the benefit of the respective successors,
              assigns, heirs and personal representatives of each of WebTech and
              GlobeTrac.

          


     

    RELEASE

     

    	29.  	
            WebTech,
              in consideration for the foregoing indemnification, and GlobeTrac,
              in
              consideration for terminating the MDA, for each of them and for their
              respective executors, predecessors, affiliates, successors and assigns,
              will execute the mutual release attached to this agreement as Schedule
              “B”, with effect as of the Effective
              Date.

          


     

    OTHER
      PROVISIONS

     

    	30.  	
            WebTech
              acknowledges that this agreement may contain terms and conditions onerous
              to them. WebTech expressly acknowledges that GlobeTrac has given them
              adequate time to review this agreement and to seek and obtain independent
              legal advice, and WebTech represents to GlobeTrac that they have in
              fact
              sought and obtained independent legal advice and are satisfied with
              all
              the terms and conditions of this
              agreement.

          


     

    	31.  	
            Each
              party will take or cause to be taken all proper steps, actions, and
              corporate proceedings to enable it to fulfill its obligations under
              this
              agreement, and will sign and deliver any document and other instrument
              that is required to be signed and delivered to the other parties by
              this
              agreement.

          


     

    	32.  	
            Time
              is of the essence of this agreement.

          


     

    	33.  	
            This
              agreement is governed by the laws of British Columbia and must be
              litigated in the courts of British
              Columbia.

          


     

    	34.  	
            Any
              notice that must be given or delivered under this agreement must be
              in
              writing and delivered by hand to the address or transmitted by fax
              to the
              fax number given for the party on page 1 and is deemed to have been
              received when it is delivered by hand or transmitted by fax unless
              the
              delivery or transmission is made after 4:00 p.m. or on a non-business
              day
              where it is received, in which case it is deemed to have been delivered
              or
              transmitted on the next business day. Any payments of money must be
              delivered by hand or wired as instructed in writing by the receiving
              party. Any delivery other than a written notice or money must be made
              by
              hand at the receiving party’s address.

          


     

    	35.  	
            This
              agreement constitutes the entire agreement between the parties and
              supersedes all previous communications, representations and agreements,
              whether oral or written, between the parties with respect to the subject
              matter of this agreement.

          


     

    	36.  	
            WebTech
              may not assign this agreement or any part of it to another party without
              GlobeTrac’s written consent.

          


     

    	37.  	
            Any
              amendment of this agreement must be in writing and signed by the
              parties.

          


     

    	38.  	
            This
              agreement enures to the benefit of and binds the parties and their
              respective successors, heirs and permitted
              assignees.

          


     

    	39.  	
            No
              failure or delay of any party in exercising any right under this agreement
              operates as a waiver of the right. The parties’ rights under this
              agreement are cumulative and do not preclude any party from relying
              on or
              enforcing any legal or equitable right or
              remedy.

          


     

    	40.  	
            If
              any provision of this agreement is or becomes invalid, illegal or
              unenforceable in any respect in any jurisdiction then such provision
              will
              be severed in that jurisdiction. The remaining provisions of this
              agreement will continue to be valid, legal and enforceable. The severed
              provision will also continue to be valid, legal and enforceable in
              all
              other jurisdictions where the validity, legality and enforceability
              of
              such severed provisions is not affected or
              impaired.

          


     

    	41.  	
            The
              parties acknowledge that they have each entered into this agreement
              relying on the representations, warranties, covenants and agreements
              of
              the others and other terms and conditions of this agreement and that
              no
              information which is now known, which may become known, or which could
              upon investigation have become known to the other parties or any of
              their
              present or future officers, directors or professional advisors will
              in any
              way limit or extinguish any rights any of them may have against the
              others.

          


     

    	42.  	
            The
              representations, warranties, indemnities, covenants and agreements
              made by
              the parties each to the other in or pursuant to this agreement will
              survive the Closing of the transaction and will accrue for the benefit
              of
              the respective parties notwithstanding such Closing, and regardless
              of any
              investigation by or on behalf of the respective parties with respect
              thereto will continue in full force and effect for the benefit of the
              respective parties.

          


     

    	43.  	
            This
              agreement may be signed in counterparts and delivered to the parties
              by
              fax, and the counterparts together are deemed to be one original
              document.

          


     

    The
      parties’
      signatures below are evidence of their agreement.

     

    


     

    
      	GlobeTrac
              Inc.
               

              


               

              Per:

              ___________________________________

               

              Authorized
                signatory

               

              Print
                name: _______________________________    

               

              Signed:
                ________________________,
                2005

            	WebTech Wireless
              Inc.
               

               

               

               

              
                Per:

                ___________________________________

                 

                Authorized
                  signatory

                 

                Print
                  name: _______________________________    

                 

                Signed:
                  ________________________,
                  2005

              

            
	
               

              Global Axxess Corporation
                Limited

               

               

               

               

              
                Per:

                ___________________________________

                 

                Authorized
                  signatory

                 

                Print
                  name: _______________________________    

                 

                Signed:
                  ________________________,
                  2005

              

            	
               

               

              WebTech Wireless
                International

               

               

               

               

               

              
                Per:

                ___________________________________

                 

                Authorized
                  signatory

                 

                Print
                  name: _______________________________    

                 

                Signed:
                  ________________________,
                  2005

              

            
	
               

               

              Globetrac Limited

               

               

               

               

              
                Per:

                ___________________________________

                 

                Authorized
                  signatory

                 

                Print
                  name: _______________________________    

                 

                Signed:
                  ________________________,
                  2005

              

            	 


    


    

    

    
       

    


    Schedule
      “A”

     

    


     

    To
      the
      Termination and Transfer Agreement among

    GlobeTrac
      Inc., Global Axxess Corporation Limited and Globetrac Limited

    and
      WebTech Wireless Inc. and WebTech Wireless International

    dated
      for
      reference November 1, 2004

     

    


    CUSTOMERS

    


    



    


    See
      attached ten-page list.


    



    Schedule
      “B”

    To
      the
      Termination and Transfer Agreement among

    GlobeTrac
      Inc., Global Axxess Corporation Limited and Globetrac Limited

    and
      WebTech Wireless Inc. and WebTech Wireless International

    dated
      for
      reference November 1, 2004

    


    


    MUTUAL
      RELEASEThe
      parties to this mutual release
      are the
      undersigned Global Axxess Corporation Limited, Globetrac Inc. and Globetrac
      Limited (together “GlobeTrac”),
      and
      WebTech Wireless Inc. and WebTech Wireless International (together “WebTech”).
      For
      good
      and valuable consideration
      as set
      out in the Termination and Transfer Agreement to which this mutual release
      is
      attached as Schedule “B” (the “Termination Agreement”), the receipt and
      sufficiency of which the parties acknowledge, GlobeTrac and WebTech (each a
      “party”), each party for itself, its executors, predecessors, affiliates,
      successors and assigns hereby releases and forever discharges the other party
      and any associated, affiliated, predecessor, successor or parent corporations,
      and their present, past and former directors, officers, shareholders, agents
      and
      employees and each of their successors, heirs, executors, administrators and
      assigns from all claims, actions, liabilities, demands, suits, causes of action
      and debts whatsoever (“claims”) that each party has or may hereafter have
      against the other arising in any manner whatsoever out of an cause or matter
      up
      to the date of this release, excepting any claims by one party against the
      other
      for any breach of the Termination Agreement.

    No
      Assignment.
      Each of
      the undersigned represents and warrants that it has not assigned to any person,
      firm or corporation any of the claims from which they release the other or
      in
      respect of which they agree not to take any action.

    Understanding.
      Each
      party declares that it has not been influenced by any representations or
      statements made by or on behalf of the other; it has had sufficient time and
      opportunity to seek and obtain independent legal advice with respect to this
      release; it has read this release, understands all of its terms and conditions
      and is executing it, with full knowledge of its significance; and it will
      execute any other documents, agreements and assurances as the other may from
      time to time reasonably require to give effect to the intent and purpose of
      this
      release.

    The
      provisions
      of this
      mutual release enure to the benefit of the parties, their successors and
      assigns, and is binding upon their heirs, administrators and legal, personal
      representatives. This release is governed by the laws of the Province of British
      Columbia.

    This
      release
      is
      effective as of November 1, 2004.

     

    
 

    
      	 

              Per:
                _____________________________

              


              Globetrac
                Inc.

               

            	 

              Per:
                _____________________________

              


              WebTech
                Wireless Inc.

            
	 

              Per:
                _____________________________

              


              Globetrac
                Limited

               

            	 

              Per:
                _____________________________

              


              WebTech
                Wireless International

            
	
               

              Per: _____________________________

               

              Global Axxess Corporation
                Limited