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. 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. 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. 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. 1. in this agreement : 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. 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 ”. b. “ customer ” means a person listed in schedule “ a ”. c. “ effective date ” means november 1, 2004. 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. d. “