0001117768-05-000101 Sample Contracts

WHOLESALE AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH AN EFFECTIVE DATE OF
Wholesale Agreement • September 22nd, 2005 • United American Corp • Services-business services, nec • Quebec

BY AND BETWEEN: TÉLIPHONE INC., a body politic and corporate, duly incorporated according to law, having a place of business at 1080 Côte du Beaver Hall, suite 1555, Montreal, Quebec, H2Z 1S8, herein represented by George Metrakos, President, duly authorized as he so declares,

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Contract
Term Sheet • September 22nd, 2005 • United American Corp • Services-business services, nec
Letter of Intent Signed in Montreal, Canada, on May 16, 2005-08-22
United American Corp • September 22nd, 2005 • Services-business services, nec

United American Corporation, (hereby referred to as “UAC”) company legally constituted in the state of Florida, USA, having its head office at 3273 East Warm Springs Road, in Las Vegas, Nevada, 89120 USA, hereby represented by Benoit Laliberté, duly authorized as he so declares

DISTRIBUTION AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH AN EFFECTIVE DATE OF MARCH 1st, 2005
Distribution Agreement • September 22nd, 2005 • United American Corp • Services-business services, nec • Quebec

BY AND BETWEEN: TÉLIPHONE INC., a body politic and corporate, duly incorporated according to law, having a place of business at 1080 Beaver Hall, suite 1555, Montreal, Quebec, H2Z 1S8 herein represented by George Metrakos, President, duly authorized as he so declares,

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TELIPHONE INC. AND OSK II ACQUISITION CORP. AND OSK CAPITAL II CORP.
Agreement and Plan of Merger and Reorganization • September 22nd, 2005 • United American Corp • Services-business services, nec • Nevada

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the "Agreement") is made and entered into as of APRIL 28, 2005, by and among OSK CAPITAL II, a Nevada corporation ("OSK"), OSK II ACQUISITION CORP., a Florida corporation ("Merger Sub") and wholly owned subsidiary of OSK, and TELIPHONE, a Canadian corporation ("Company").

CARRIER SERVICES AGREEMENT
Carrier Services Agreement • September 22nd, 2005 • United American Corp • Services-business services, nec • New York

This CARRIER SERVICES AGREEMENT is made and entered into this day of October, 2004 (the "Effective Date"), by and between XO Communications, Inc., a Delaware corporation, on behalf of its operating Affiliates (as defined below) (such Affiliates hereinafter collectively referred to as "XO"), whose principal place of business is located at 1 1 1 11 Sunset Hills Road, Reston, VA 20190 and United American Corporation, a Nevada corporation (hereinafter referred to as "Customer"), whose place of business is located at 3199 E. Warm Springs Road, Suite 200, Las Vegas, NV 89120. Customer and XO are collectively referred to herein as the "Parties."

DISTRIBUTION AGREEMENT
Distribution Agreement • September 22nd, 2005 • United American Corp • Services-business services, nec • Quebec

UNITED AMERICAN CORP., a corporation incorporated under the laws of one of the states of the United States and having its head office at 220, rue de la Coulee, Town of St-Hilaire, J3II .5Z6, Province of Quebec, herein represented by Benoit Laliberte, its President, duly authorized by a Resolution of its Board of Directors herein annexed.

Preliminary Letter of Agreement Between Teliphone Inc. Montreal, Quebec Canada And Podar Enterprises Mumbai, India
Letter of Agreement • September 22nd, 2005 • United American Corp • Services-business services, nec
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