**DISTRIBUTION
      AGREEMENT**








**THIS
      AGREEMENT** made
      as
      of the 28th day of  *July,* 2004. **BETWEEN:**





**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.


(hereinafter
      called  **"The
      Producer")** -
      and
      -








**DISTRIBUTION
      CAR-TEL** **INC.,** a
      corporation incorporated under Part T of the Quebec Companies
      Act and having its head office
      at
      1750 Marie Victorin, Suite 290, Longueuil, J4G 1A5, Province of Quebec, herein
      represented by **Luc
      Charlebois,** its
      President, duly authorized
      by a Resolution of its Board of Directors herein annexed.




(hereinafter
      called **"The
      Distributor")**




**WHEREAS
      The Producer** is
      the
      importer of the products listed in Schedule "A" attached hereto (the **'Product");**





**AND** ***WHEREAS*** the **Distributor** wishes
      to
      obtain a non-exclusive right to distribute the **Product** throughout
      Canada (hereinafter the " Territory " )
      and the
      exclusive right to distribute the **Product** throughout
      the Province of Quebec and the Maritimes (hereinafter the "Exclusive
      Territory " ),
      on the
      terms and subject to the conditions herein contained_





**NOW
      THEREFORE THIS AGREEMENT WITNESSES** that
      in
      consideration of the
      respective covenants and agreements of the parties contained herein, it is
      agreed as
      follows:





**0.1**  **Definitions:**


**·**
              Backroom
                  operation shall meanallinformation
                  pertaining to the**User,**including
                  the detailed billing to all Users in the**Exclusive
                  Territory**whether
                  the**Product**was
                  sold by the**Distributor**or
                  someone else and outside the**Exclusive
                  Territory**if
                  the**Product**was
                  sold by**Distributor,**the
                  quantities of products sold*in*the**Exclusive
                  Territory**and
                  outside the**Exclusive
                  Territory**if
                  sold by**Distributor.**
 
 **·**
              Territory
                  shall mean all of Canada ;
  **·**
                **Exclusive*****Territory***shall
                    mean the Provinces of Quebec, New Brunswick, Prince Edward Island,
                    Nova
                    Scotia, and Newfoundland.
 
 **·**
              **Line**shall
                  mean the connection of the**Product**to
                  the**Producer's**systems
                  to allow the function of the**Product**as
                  a communicating device and a telephone apparatus through the Internet
                  system, operating wireless and using technology which converts
                  voice into
                  data, (commonly known as Voice over Internet Protocol) including
                  all
                  services and options offered by the**Producer**to
                  the**User**in
                  relation to the use of the**Line.**
 
 **·**
              **Marketing
                  plan**the
                  marketing plan attached herein as schedule B, with expenditure
                  budget
                  by
 **·**
              the**Producer**of
                  atleast$50,000for
                  the first 180 days from the signing of the present Agreement for
                  every
                  subsequent year a marketing budget that is at least equal to three
                  percent
                  (3%) of yearly**Revenues**but
                  under no circumstances such marketing expenditure can be less than*the*greater
                  of the first year expenditure or three percent (3%) of**Revenues.**
 
 ·
              **"National
                  Retail Chain"**meansa
                  corporate entity operating retail outlets throughout the**Territory**and
                  having a single purchasing and distribution center. As more fully
                  identified in Schedule C.
 
 **·**
              **Recurring
                  Revenues**shall
                  mean payments made by the**User**to
                  the**Producer**on
                  a recurring basis to maintain the right of use of the Tdlphone
                  Iine and
                  for the use of other services supplied by the**Producer.**
 
 ·
              **Revenues**shall
                  mean all and every payment made by the User to the**Producer**or
                  any other person affiliated to the**Producer**or
                  the successor of the**Producer**for
                  the connection of the**Line,**the
                  monthly or periodic payment fox maintaining the**Line,**for
                  long distancecallsmade
                  by using the**Line**and**Recurring
                  Revenues**andanyother
                  payment made for the use of the**Line,**whatever
                  the mode of payment, including by prepaid cards or other prepaid
                  instruments;
 **·**
              **User**shall
                  mean the end user of the**Product.**




**1.00
      Appointment of Distribution**





**1.01.1
      The Producer appoints the Distributor:**




a)
              As
                  its non-exclusive distributor in the **Territory**and;


b)
            as
                its exclusive distributor in the**Exclusive
                Territory,**upon
                the terms and conditions herein set
                out.





**1.01.2**


a)
      In the
      event The **Producer** appoints
      an exclusive distributor in Canada, outside the **Exclusive
      Territory,** other than  **Distributor** the
      latter shall cease to have any right or authority to distribute the  **Product** in
      the
      Province  *where* another
      exclusive distributor was appointed. Any Revenues attributable to the sale
      by **Distributor** of
      the **Product** outside
      the **Exclusive
      Territory** prior
      to
      the appointment of another **Exclusive
      Distributor,** shall
      continue to be payable to **Distributor** in
      accordance to section 1.05.





b)  **Distributor** shall
      be
      allowed to complete the orders on hand, accepted by  **Producer** prior
      to
      the appointment of an
      exclusive **Distributor** outside
      the **Exclusive
      Territory.**




**c)**Under
        no circumstances will **Producer** allow
        any
        other person to sell, distribute or market the **Product** in
        the **Exclusive
        Territory.**
  d)  The **Distributor** shall
        have the right until December 31, 2004, to sell in the Territory.
  2
  e)
        In
        the  *event
        such* sales
        occur the  **Distributor** shall
        receive all  **Revenues** in
        relation to the  **Lines** connected
        to the  **Product** sold
        by
        the retailers throughout the  **Territory.** In
        the event
        that another distributor is appointed in the non  **Exclusive
        Territory** it
        is
        understood that such appointment will provide for exclusion of the **National
        Retail Chains** to
        which
        the **Distributor** has
        sold
        the **Product.**




**1.02** The parties
      agree that the **Producer** has
      permitted Camelot I nfo to sell
      the **Product** through
      the **Distributor** in
      conformity with the terms of the present agreement between the **Producer** and
      Camelot **Info.**




**1.03** As
      the
      authorized distributor, the **Distributor** agrees
      to
      use its best efforts to sell and promote the **Product
      in** conformity
      with section 5.01 (III).




**1.04** The
      parties acknowledge that the principal purpose of the distribution of the **Product** is
      to
      generate **Revenues** from
      the
      use of the Product by the User.




**1.05** **Producer** shall
      pay to  **Distributor** forty
      percent (40%) of all
      and
      any  **Revenues** received
      by  **Producer** for
      the
      use of the **Product** if
      the **Product**





**a)**  is
      sold
      by **Distributor** anywhere *in* the **Territory
      ;**





**b)**  is
      sold
      by Distributortor anyone else in the **Exclusive
      Territory.**





Whether
      the  **Product** was
      sold
      prior or subsequent to the signing of the
      present Agreement.





**2.00** New **Product**




**2.01
      Producer** shall
      offer to the **Distributor,** in
      exclusivity in the **Exclusive
      Territory,** and **Distributor** accepts
      and the **Distributor** shall
      have the obligation to market and distribute in the **Exclusive
      Territory** any
      and
      all similar new  **Product,** including
      any accessories and prepaid  *cards* for
      the
      use of the  **Product** and
      or
      the use of the services supplied
      by the **Producer,** developed,
      marketed, sold, distributed by or in any other manner or form promoted by
      Producer. The parties *will* negotiate
      the terms and conditions applicable to the marketing and distribution by **Distributor** of
      the
      new product. Any **Revenues** generated
      by the new product or accessory shall be governed by section 8.03.





Any
      reference to prepaid cards must be in relation to the  **Teliphone
      Product** (Wi-Fi) **3.00**  **Status
      of Distributor**




**3.01**
      The status of the **Distributor** shall be
      that
      of an independent contractor and the **Distributor** shall
      have no authority to assume or create any obligation whatsoever, expressed
      or
      implied, in the name of the **Producer,** nor
      to
      bind **Producer** in
      any
      manner whatsoever. The  **Distributor** shall
      have no authority hereunder to enter into any contract  of
      sale
      or employment on behalf of  **Producer,** nor
      to
      make allowances or adjustments on  **Producer's** accounts
      for the
      return of merchandise, except pursuant to the written authorization of **Producer.**




**4.00
      Sub distributors** / **Assignment**




**4.01
      Sub distributors**





**Producer** hereby
      grants to the **Distributor** the
      right
      to appoint persons or companies as its sub distributors (herein called "Sub
      distributors") of the **Product,** provided
      however that the appointment by the **Distributor** of
      one or
      more Sub distributors shall not relieve the **Distributor** of
      any of
      its obligations hereunder. **Producer** shall
      be





3






requested
      in writing for its consent for such appointment, which consent will not be
      unreasonably withheld. **5.00
      Required Purchase Quantity**




**5.01** I)
      The **Distributor** shall
      purchase directly, on an exclusive basis, from **Producer** such
      semi
      annual quantities of the **Product** as
      set
      out hereafter. Unless the parties agree to otherwise in writing,
      the purchase price for the **Product** shall
      be
      in accordance with Section
      6.01 hereof:




II)
      Subject to **Producer:**





a)  supplying
      the **Product** as
      ordered by **Distributor,** and





b)  the **Product** meets
      all
      the Technical specifications; and





c)  the
      price
      structure of the revenues is
      competitive; and




d)  have
      in
      place an adequate client service structure.





III) **Distributor** shall
      purchase directly from **Producer** the
      following minimum  quantities:




a)
            Year
                1:
            2,500
                the first ninemonths.b)
            Year
                2:
            3,750
                every six monthsc)
            Year
                3:
            5,000
                every six monthsd)
            Year
                4:
            6,250
                every six monthse)
            Year
                5:
            7,500
                every six months




unless
      the parties agree to otherwise in writing.




**6.00
      Purchase and Sale of the Product**





**6.01** Subject
      to and in accordance with the terms and conditions of this Agreement, **Producer** hereby
      agrees to sell to the **Distributor,** and
      the **Distributor** agrees
      to
      buy from **Producer,** the **Product** at
      a
      price (the "Purchase Price " )
      which
      shall be the **Producer's** landed
      cost of producing the **Product
      (F.O.B.** destination)
      plus ten percent (10%),





**6.02** All
      prices for the  **Product** referred
      to herein are payable by th e '  **Distributor** to  **Producer** in
      the
      currency of Canada.




**7.00
      Shipping** **and
      Payment Arrangements**


**7.01** The **Product** will
      be
      shipped to one destination stipulated by the **Distributor** upon
      receipt by **Producer** of
      the **Distributor** **'** s **** purchase
      order. The **Product** shall
      be
      sold F.O.B. **Distributor** **'** s **** warehouse.





Terms
      of
      payment shall be:





a)
            for
                the first deliveries, during the two first months from the signing
                of this
                Agreement, net sixty (60) days from date of activation of the**Line;**and




b)
              any
                  delivery after the initial two months,net thirty (30) days from
                  the date
                  of activation of the **Line
                  .**
 **7.02
      Producer** shall
      Initially grant Distributor a line of,
      credit of Canadian $50,000.00 for **Product** purchased.




4




**8.00** **Obligations
      of Producer**




**8.01** **Producer** agrees
      that during the term of
      this
      Agreement, it shall:




(a)
            sell
                to the**Distributor,**at
                the**Purchase
                Price,**such
                quantities of the**Product**as
                are ordered by the**Distributor**from
                time to time;




(b)
            deliver
                all the**Product**ordered
                by the**Distributor,**upon
                the*terms*otherwise
                set out herein, within and not later than sixty (60) days from the
                date of
                the receipt by the**Producer**of
                the said purchase order;




(c)
            refund
                or credit to the account of the Distributor the amounts paid or owing
                by
                the**Producer**for
                any**Product**which
                is defective or faulty and which the**Distributor**returns
                to**Producer,**provided
                that the fault or defect does not arise as a result of the actions
                of the**Distributor**nor
                arises as a result of the actions of the retailer or the User;only
                the**Producer**shall
                have the authority and right to declare the**Product**defective
                and/or faulty.




(d)
            use
                its best efforts to maintain or improve the quality and standards
                of the
                **Product;**





(e)
            provide
                to the**Distributor,**at
                its cost, any and all sales promotional material, brochures, price
                lists
                and any other literature relative to the**Product**at
                such time and in such quantities as may be reasonably requested by**Distributor,**and




(f)
            assist
                the**Distributor**by
                all reasonable means in selling and distributing the**Product**to
                retailers, including, without limitation, coordinating sales programs
                with
                the**Distributor;**and




(g)
            have
                at all times available locally a sufficient quantity of the**Product**to
                meet the demand as communicated by**Distributor**to**Producer.**By
                October 15, 2004**Producer****'**s****inventory
                available locally must be equal to 1,000 units of the**Product.**After
                October 15, 2004 the minimum quantities of inventory available locally
                in
                the cityof
                Montreal must be equal to the total amount of**Product**ordered
                by**Distributor**during
                the preceding 15 days;and




(h)
            provide
                to the**Distributor
                ,**to
                the retailers and to the User technical support and have in place
                a
                reputable and efficient customer support service to meet properly
                and
                adequately the demand without
                delay;




(i)
              ****
            to
                use its best effort to put in place a competitive strategy to meet
                any
                competition and react to any new competition with enough resources
                and
                speed to maintain the**Product**and
                the services in the market at a competitive price to the**User.**






**8.02** **Producer** agrees
      that during the term of this Agreement, it shall not:




(a)
            withhold
                delivery of the**Product**ordered
                by*the*Distributor
                for any reason other than non-payment in respect of previous orders
                or
                breach of any of the terms and conditions of this
                Agreement;




(b)
            distribute,
                sell, or solicit orders for the**Product**within
                or for ultimate delivery to any place within the**Exclusive
                Territory**defined
                herein without the prior written consent of the**Distributor;**and




(d)
            (d)
                Subject to clause 1.02,**Producer**shall
                not sell directly or indirectly the**Product**otherwise
                than through




5




**Distributor.**





**8.03** Pay **Distributor** forty
      percent (40%) of all  **Revenues** on
      the
      1 5 ui day of
      each month for all  **Revenues** received
      by  **Producer** during
      the preceding month.





**8.04
      Producer** shall
      give **Distributor:**





a)
            during
                the first 60 days from the date of signing the present Agreement,
                the
                right to examine the hardware used by**Producer**for
                the communication by the**User**for
                the purpose of ascertainingwhether**Producer**can
                offer the service of Telecommunication and that the apparatus has
                sufficientcapabilities to answer adequately the
                demand;




b)
            on
                  a regular basis**access
                  to**the**Backroom
                  Operation**to
                  allow at all time direct or distant access to the billing of the**Users,**




**8.05** **Producer** at
      its
      cost shall mace available, to **Distributor** and
      the
      retailers of the **Product,** qualified
      personnel to explain the **Product** and
      its
      operation.




**9.00** **Responsibilities
      of the Distributor**





**9.01** The **Distributor** agrees
      that during the term of this Agmeement, it shall:





(a)
            comply
                and cause all its Subdistributors or parties appointed by it to comply,
                with all applicable laws in the**Territory**relating
                to the advertising, distribution and sale of the**Product**and
                with the terms and conditions of this
                Agreement;





(b)
            devote
                its best efforts to the performance of its obligations under this
                Agreement;





(c)
            make
                every reasonable effort and use proper means todevelopthe
                market potential for trade in the**Product,**and
                actively solicit orders for the sale of the**Product,**provided
                that in no event shall the**Distributor**be
                required to expend any moneys on advertising or other marketing and
                sale
                techniques, except as the**Distributor,**in
                its sole discretion, determines appropriate;
                and





(d)
            develop,
                promote and maintain with customers, the goodwill and reputation
                of*the***Product.
                10.00 Terms of Agreement**




**10.01** 'This
      Agreement shall come into effect on its date of execution and shall continue
      in
      full force and effect, unless terminated earlier in accordance with the terms
      set out below, until the fifth (5th) anniversary of the date of execution (the
      'Initial Term " ).




**10.02** Provided *the* **Distributor** has
      complied with all the terms and conditions hereof, this Agreement shall be automatically
      renewed at  *the* completion
      of the Initial Term and shall continue on the same terms and conditions
      as contained herein for *successive* two
      (2)
      year periods (the "Renewal Term").





**10.03** Notwithstanding the provisions contained in Section 10.01 above, the parties
      hereto agree that this Agreement shall immediately terminate without notice
      to
      either parry upon the occurrence of any one or more of the




6




following
      events:





a)
            the**Distributor**shallfile an assignment in bankruptcy or be or become bankrupt or upon
                the
                appointmentof
                a receiver for all or substantially all of the property or assets
                of the**Distributor**or
                upon the making by the**Distributor**of
                any assignment or attempted assignment for the benefit of creditors
                or
                upon the institution by the**Distributor**of
                any act or proceeding for the winding up of its
                business.





**10.04** The
      parties agree that this agreement may be terminated at the option of the **Producer** if
      there
      is any indebtedness due by the **Distributor** and:


a)
            a
                notice of default to pay is sent to the**Distributor;**and




b)
              after
                  the lapse of five (5) working days, payment is not received from
                  the **Distributor.**


**10.05** I)
      Upon
      termination of this Agreement pursuant to lapse of time or notice of
      termination:





(a)
            the**Distributor**shall
                discontinue any and all representations or implications that it is
                a**Distributor**for
                or is otherwise affiliated with**Producer;**and





(b)
            **Producer**shall
                repurchase from the**Distributor**from
                or any**sub-Distributor**as
                the case may be, any of the**Product**in
                the**Distributor****'**s****inventory
                at the cost to the**Distributor**for
                such**Product,**less
                any amount then owing from the**Distributor**to**Producer.**





(c)
            notwithstanding
                the termination of this Agreement, whatever the cause provided the
                cause
                is not that which is stipulated at 10.03(a), whether such termination
                was
                initiated by the**Producer**or
                the**Distributor,
                Producer**shall
                continue to pay**Distributor**the
                amounts referred to in section $_03 in relation to all the active**Users**at
                the date of effective termination of the Agreement as long as the***User***initially
                has connected his**Line**during
                the term of this Agreement or any renewal thereof and continues to
                use the**Line.
                Producer**shall
                not do anything to incite the User to make any change and**Producer**shall
                not do anything that can have as an effect to reduce the amount of**Revenues**payable
                to**Distributor**after
                the termination.





(d)
            upon
                Termination and for a period of 2 years from date of Termination**,Producer,**shall
                not have any dealings, directly or indirectly with**Distributors:**


a)
              Retailers
                  chains and;
 b)
              Cable
                  distributors.




II)
      In
      case of contravention by **Producer,
      Distributor** shall
      have the following rights:




a)
              Ask
                  for injunctive relief and;
 b)
              For
                  damages and;


c)
            Without
                restricting its right under (a) and (b) above**Producer**shall
                pay to**Distributor**forty
                percent (40%) of all Revenues generated to**Producer**as
                the result of any contravention to the present
                prohibition.




III)
      Should the present Distribution Agreement be transferred, assigned and made
      over
      to a third party and in the  event
      Clause 10.03 is the reason for termination, no monetary or legal rights shall
      exist for the benefit of the Distributor or the **sub-Distributor(s).**


**11.00
        Use of Trademarks**
  7




**11.01** With
      respect to the use of any of the trademarks associated  with the  **Product,** now
      or at
      any time registered in the name of **Producer** (the
      "Trademarks"), the parties agree as follows:





(a)
            all
                representations of any Trademarks which the**Distributor**intends
                to use in any promotional materials(the
                "Materials")
                shall be submitted to**Producer**for
                prior approval of design, colour and other details andno
                Materials containing any of the Trademarks shall be distributed by
                the**Distributor**or
                on behalf of the**Distributor**without
                the written approval of**Producer;**and





(b)
            **Producer**shall
                not withhold its approval unreasonably and, unless**Producer**has
                advised the**Distributor**in
                writing within three (3) business days of receipt of the Materials
                for
                approval that**Producer**does
                not approve of the use of such Materials,**Producer**shall
                be deemed to have approved of the use of such
                materials.




**11.02** The **Distributor** shaII
      not
      change or vary any of the Trademarks nor use any other Trademarks which are
      similar to or
      substantially similar to or so nearly resembling the `trademarks so as to be
      Iikely to cause deception or confusion to the
      public.




**12.00
      Confidential Information**




**12.01**


a)
      The **Distributor** agrees
      that all information, knowledge and data of a confidential nature ("Confidential
      Information") which it shall acquire or which may come to its knowledge during
      the term this Agreement shall at all times (both during the taut of
      this
      Agreement and subsequent to the termination thereof) and for all purposes be
      held by the **Distributor** in
      confidence and the **Distributor** agrees
      that it shall not (both during the term of this Agreement and subsequent to
      the
      termination thereof) disclose, divulge, communicate orally, in writing or
      otherwise to any person or persons any Confidential Information. Notwithstanding
      the above, the **Distributor** shall
      be
      entitled to disclose such Confidential Information to its duly appointed Sub
      distributors. For the purposes hereof, "Confidential Information " includes, but is not limited to information emanating from Producer,
      concerning research, development, patents, copyright, industrial property
      rights, marketing plans and strategies, profits, costs, pricing and systems of procedure.




b)
      The **Producer** agrees
      that all information, knowledge and data of a confidential nature ("Confidential
      Information") which it shall acquire or which may come to its knowledge during
      the term this Agreement shall at all times (both during the term of this
      Agreement and subsequent
      to the termination thereof) and for all purposes
      be held by the  **Producer** in
      confidence and the  **Producer** agrees
      that it shall not (both during the term of this
      Agreement and subsequent to the termination thereof) disclose, divulge,
      communicate orally, in writing or otherwise to any person or persons any
      Confidential Information. For the purposes hereof, "Confidential Infomnation"
      includes, but is not limited to information emanating from **Distributor,** concerning
      research, development,
      patents, copyright, industrial property rights, marketing plans and strategies,
      profits, costs, pricing and
      systems of procedure.




**12.02**
      Immediately following the termination of this Agreement, the **Distributor** agrees
      to
      transfer and deliver to **Producer** all
      documents, notebooks, charts, files and records


containing or referencing Confidential Information including copies, summaries, and notes
      in
      its possession or control.




**13.00
      Patent Infringement and Conformity to Law.**





**13.01
      Producer** will
      defend claims against the **Distributor** that **Product** supplied
      hereunder infringe a Canadian patent. **Producer** will
      pay
      resulting court costs, damages and legal fees finally awarded provided that:
      (a)
      the,Distributor°




8




promptly
      notifies **Producer** in
      writing of the
      claim; (b) the **Distributor** provides **Producer** with
      all
      information and assistance necessary to defend or settle the claim; and (c) **Producer** has
      sole
      control of the defense and all related settlement
      negotiations. The **Distributor** agrees
      that if the **Product** supplied hereunder become,
      or in the opinion
      of  **Producer** are
      likely to become, the subject matter of a claim, the Distributor will
      permit  **Producer** at
      its  option
      and expense either to: (a) procure the right for the  **Distributor** to
      continue selling the  **Product;** or
      (b)
      replace  or
      modify
      the  **Product** so
      that
      they do not infringe any patent. If neither alternative is reasonable in the
      opinion  of **Producer,** the  **Distributor** agrees
      to
      return the  **Product
      to Producer** on
      request and  **Producer** agrees
      to
      grant the  **Distributor** a
      credit
      for the purchase price paid for the **Product** by
      the **Distributor.** The
      liability of **Producer** under
      this paragraph is personal to  **Producer** and
      may
      not be asserted against any assignee of  **Producer** hereunder.  **Producer** shall
      have no liability hereunder for any claim which is based on a use or
      modification of the  **Product** for a
      purpose for which the **Product** were
      not
      designed.





**13.02
      Producer** warrants
      that during the term of this Agreement and any renewal thereof that the **Product** and
      its
      use shall at all time comply with the law.




**14.00
      Warranty**




**14.01** The
      Warranties applicable to each of the **Product** sold
      to
      the **Distributor** under
      this Agreement shall conform to the separate manufacturing product warranties
      then in effect with respect to such **Product,** copies
      of
      which have been furnished to the **Distributor,** and
      the **Distributor** agrees
      to
      inform its customers of such warranties and any changes thereto that **Producer** supplies
      to the **Distributor** from
      time
      to time. Such warranties are in lieu of and exclude
      all other conditions, warranties, guarantees, obligations, rights or
      representations (including any warranties as to
      merchantability, fitness or durability), expressed or implied, arising by
      statute or otherwise.




**15.00
      GENERAL CONTRACT PROVISIONS**




**15.01** All
      notices, requests, demands or other communications (collectively, 'Notices")
      by
      the terms hereof required or permitted to be given by one party to any other
      party, or to any other person shall be given in writing by personal delivery
      or
      by registered mail, postage prepaid, or by facsimile transmission to such other
      party as follows


(a)
              To
                  Producer at:
                220
                  , Rue de La couleeST-HILAIRE,
                  J3H 5Z6, Quebec, Tel: 514-788-4890
                Fax:
                  450-446-134S
 (b)
              To
                  Distributor at:
                1750
                  , Maxie-Victorin ,suite 290 ,
                Longucuil
                  , JAG 1AS, Quebec,
                Tel
                  : 450-646-3355
                Fax
                  :450-646-4455




or
      at
      such other address as may be given by such person to the other parties hereto
      in
      writing from time to time. If any party bound hereby or any permitted transferee
      of shares hereunder shall not have given the parties hereto notice setting
      forth
      an address for the giving of Notices, the Notice for such person shaII be deemed
      to have been properly given if
      given
      in accordance with the terms hereof as if given to
      the
      transferor(s) of such shares.




All
      such
      Notices shall be deemed to have been
      received when delivered or transmitted, or, if mailed, 3 business days
      after 12:01 a.m. on the day following the day of the  mailing thereof.
      If any Notice shall have been mailed and if
      regular mail service shall be interrupted by strikes or other irregularities,
      such Notice shall be deemed to have





9




been
      received 3 business days after 12:01 a.m. on the day following the resumption
      of
      normal mail service, provided
      that during the period that regular mail service shall be
      interrupted all Notices
      shall be given by personal delivery
      or by facsimile transmission.




**15.02** The
      parties shall sign such further and other documents, cause such meetings to
      be
      held, resolutions passed and by-laws enacted, exercise their vote and influence,
      do and perform and cause to be done and performed such further and other acts
      and things as may be necessary or desirable in order to give full effect to
      this
      Agreement and every part thereof.




**15.03** This *Agreement* may
      be
      executed in several counterparts, each of which so executed shall be deemed
      to
      be an original and such counterparts together shall be but one and the same
      instrument.




**15.04** Time
      shall be of the essence of this Agreement and of every part hereof and no
      extension or variation of this Agreement shall operate
      as a waiver of this provision.




**15.05** This
      Agreement constitutes the entire Agreement between the parties with respect
      to
      all of the matters herein and its  execution
      has not been induced by, nor do any of the parties rely upon or regard as
      material, any representations or writings
      whatever not incorporated herein and made a part hereof and may not be amended
      or modified in any respect
      except by written instrument signed by the parties hereto. The Schedules
      referred to herein are incorporated herein
      by reference and form part of the Agreement




**15.06** This
      Agreement shall inure to the benefit of and be binding upon the parties and
      their respective heirs, executors, administrators, successors, legal
      representatives and permitted assigns.




**15.07** Any
      amount over due, payable by one party to the other, shall bear interest at
      the
      rate of 24% per year 2% per month.




**15.08** The
      division of this Agreement into articles and sections is for convenience of
      reference only and shall not affect the interpretation or construction of this
      Ageement.




**15.09** This Agreement
      shall be governed by and construed in accordance with the laws of the Province
      of Quebec and the federal laws of Canada applicable therein and each of the
      parties hereto agrees irrevocably to conform to the jurisdiction of the Courts
      of the Province of Quebec.




**15.10** In
      this
      Agreement, words importing the singular number shall include the plural and
      vice
      versa, and words importing the use of any gender shall include the masculine,
      feminine and neuter genders and the word "person" shall include an individual,
      a
      trust, a partnership, a body corporate, an association or other incorporated
      or
      unincorporated organization or entity.




**15.11** When
      calculating the period of time within which or following which any act is to
      be
      done or step taken pursuant to this
      Agreement, the date which is
      the
      reference date in calculating such period shall be excluded. If the last day
      of
      such period is not a Business Day, then the time period *in* question
      shall end on the first business day following such non-business
      day.




**15.12** Any
      references *in* this
      Agreement to any law, by-law, rule, regulation, order or act of any government,
      governmental body or other regulatory body shall be construed as a reference
      thereto as amended or re-enacted from time to time or as a reference to any
      successor thereto.




**15.13** If any
      Article, Section or any portion of any Section of this Agreement is determined
      to be unenforceable or invalid for any reason whatsoever that unenforceability
      or invalidity shall not affect the enforceability or validity of the remaining
      portions of this Agreement and such unenforceable or invalid Article, Section
      or
      portion thereof shall be severed
      from the remainder of this Agreement.




10




**15.14** The
      parties hereto agree that this Agreement may be transmitted by facsimile or such similar
      device and that reproduction of signatures by facsimile or such similar device
      will be treated as binding as if original and each
      party hereto undertakes to provide each and every other party hereto with a
      copy
      of the Agreement bearing original signatures forthwith upon demand.




**15.15** The
      parties have requested that the present Agreement be drafted in English. Les
      parties ont requis que lc present accord soft redige en
      anglais.










**IN
      WITNESS WHEREOF** the
      parties have duly executed s Distribution Agreement as of the date first above
      written.




**UNITED
      AMERICAN CORPORATION**






Per:
/s/
      Benoit Laliberte


BENOIT
      LALIBERTE-Producer




DISTRIBUTION
      CAR-TEL
      INC.






Per:
/s/
      Luc Charlebois


LUC
      CHARLEBOIS-Distributor




11





**SCHEDULE
      "A"**





The
      Schedule A would consist of the current **Product** being
      imported by **Producer** for
      which
      the **Distributor** is
      being
      retained to distribute.







12




**SCHEDULE
      "B"**








**MARKETING
      PLAN**





The
      Schedule B would consist of the initial Marketing Plan within the **Exclusive
      Territory:**





**a)**  **Newspapers**


**b)**  **Television**


**c)**  **Radio**


**d)**  **Direct
      Mailing**





All
      marketing will be performed on a "best effort" basis with a minimum monetary
      obligation of the  **Producer,** to
      disburse the sum
      of Fifty Thousand Dollars ($50,000) during the first one hundred and eighty
      days
      (180) days after signing this Agreement.





The ** **Marketing
      Plan** and
      its
      mode of implementation shall remain in the Exclusive domain of the **Producer,** and
      will
      be disclosed to the **Distributor** within
      sixty (60) days.






13




SCHEDULE"C"




**National** **Retail** **Chains**





Ø
            LOBLAWS


Ø
            SHELL


Ø
            FUTURE
                SHOP


Ø
            RADIO
                SHACK


Ø
            ULTRAMAR


Ø
            BRAULT
                E MARTINAULT


Ø
            STEREO
                PLUS


Ø
            DUMOULIN


Ø
            CABINE
                TELEPHONIQUE


Ø
            CENTRE
                HI Fl


Ø
            SOBEY'S


Ø
            BUREAU
                EN GROS


Ø
            BRICKS


Ø
            COMPU-SMART


Ø
            STAPLES


Ø
            POSTE
                CANADA


Ø
            VIDEOTRON


Ø
            COGECO


Ø
            BELL


Ø
            ROGERS


Ø
            TELUS


Ø
            SPRINT


Ø
            MICROCELL
                (FIDO)


Ø
            INTERNET
                SERVICE PROVIDER


Ø
            WIFI


Ø
            AT&T