**CARRIER
        SERVICES AGREEMENT**
  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."
 
 Preliminary
        Statement
 
 Customer
        and XO hereby enter into this Agreement to enable Customer to obtain telecommunications services from XO pursuant to Section 211(a) of the Communications
        Act of 1934, as amended. The Services will be offered in each  area
        to
        the Customer by an entity ("Authorized Entity"), which is an Affiliate
        of  XO.
        The
        terms and conditions of this Agreement are, and shall be, applicable
        to the
        Services provided to the Customer by each Authorized Entity.
 
 NOW,  **THEREFORE,** in
        consideration of the mutual promises and covenants herein
        contained, the Parties hereby mutually agree as follows:
 
 **ARTICLE** **1-** **DEFINITIONS/SERVICE OFFERINGS**
 
 1.1
        The
        capitalized terms used in this Agreement shall have their normal or common
        meaning, the meaning given them in the Tariffs, or the meaning as defined
        in the text hereof, except that the following terms shall have the
        following meanings
        for the purpose of this Agreement:
 
 (a)  Acceptance
        or Accepted. Customer
        will be deemed to have given its "Acceptance" or to have "Accepted" a Circuit
        after the applicable test and acceptance
        procedures have been conducted which are set forth in the applicable  Service
        Exhibit applicable to the Circuit ordered. Billing for a Circuit will
        begin  on
        the
        requested Start of Service Date unless the Circuit has not met all
        applicable standards or the requested Start of Service Date has been changed by XO.
        If a Circuit
        has failed the testing process, billing will begin after the Circuit has
        passed  applicable
        Circuit standards. If Customer fails to permit XO to begin testing on
        a  Circuit
        within five (5) days of the requested Start of Service Date, billing will
        still  begin
        on
        the requested Start of Service Date. if XO has tested a Circuit
        pursuant to the
        procedures set forth in the applicable Exhibit, such Circuit meets the requirements
        set forth therein and Customer refuses to accept the Circuit,
        billing for that
        Circuit will still begin on the requested Start of Service Date for that Circuit.
        This definition is applicable only to certain Services as further
        provided in the
        applicable Service Exhibit.
 
 (b)  **Access
        Service Request (ASR).** **** "Access
        Service Request" or "ASR" shall mean the capacity order for certain Services
        which delineates the *type* of
        Service, quantity of Circuits, location served, Point of Termination, protocols, Circuit
        term, requested Start of Service Date and other information necessary
        for XO to
        provide Service to the Customer.
 
 (c)  Affiliate. "Affiliate" shall mean, with respect to either Party, any other
        party which controls, is controlled by, or is under common control with
        such  Party.
        For purposes hereof, the term "control" means the possession, directly
        or  indirectly,
        of the power to direct or cause the direction of the management and  policies
        of any such party whether through the ownership of voting securities,
        by contract, or otherwise.
 
 (d)  Agreement. "Agreement" shall mean this Carrier Services Agreement, including any schedules,
        appendices, Exhibits, Tariffs, and documents attached hereto and made a part
        hereof, or incorporated herein by reference as well as any written amendments
        to
        this Agreement which have been signed by the authorized representatives of
        the
        Parties,.
 
 (e)  Circuit. "Circuit" shall mean an individual telecommunications facility included as
        part
        of a Service.
  (f)  Emergency
        Maintenance. "Emergency Maintenance" shall mean maintenance
        which, if not accomplished promptly by XO, could result in a serious degradation or loss of Service to the Customer or the End User or damage
        to XO's
        Network or its customers.
 
 (g)  **End** User. "End
        User" shall mean a user to whom Customer will provide
        telecommunications services utilizing, in part, the Services provided
        by XO to
        Customer under this Agreement.
 
 (h)  Exhibit. "Exhibit" shall mean an attachment to this Agreement for a particular
        Service, including any schedules or attachments thereto, which
        contains the
        product description, pricing, and terms and conditions associated with that
        specific Service.
 
 (i)  Network. "Network" shall mean the telecommunications network of one of the Parties,
        as
        the context of the provision requires or as contemplated under this
        Agreement
 
 (j)  Off Net
        Services. "Off-Net
        Services" are those where one or both locations
        to be connected are not served by XO's Network and therefore a
        portion of the
        Services is provided by another service provider. Where XO is able to provide
        Off-Net Services, the terms, conditions and pricing of such Service
        will be
        provided on an individual case basis ("ICB") subject to the terms and conditions
        of the underlying service provider. XO shall invoice Customer for Off-Net
        Services rendered and shall manage ordering pursuant to the
        applicable  Exhibit,
        but XO shall not be liable for any failures on the part of the
        underlying service
        provider.
 
 (k)  On-Net
        Services. "On-Net
        Services" shall mean those Services which
        connect two (2) locations served by XO's Network, On-Net Services
        are provided
        entirely by XO.
 
 (1) **Planned** Service
        Outage. "Planned
        Service Outage" shall mean any Service Outage caused by scheduled maintenance
        or
        planned enhancements or upgrades to the XO Network as described in the
        applicable Service exhibits.
 
 (m)  **Point
        of Presence** (POP). "Point
        of Presence" or "POP" shall mean a specific location within a Local Access
        Transport Area (LATA) where service terminates and/or originates.
 
 (n)  **Point
        of Termination.** **** "Point
        of
        Termination" shall mean the point at which XO's responsibility to provide
        equipment and service ends and where Customer's or Customer's End User's
        responsibilities begin, identified as the interface
        between XO and Customer at Customer's Point of Presence, the local exchange
        carrier's central office, a long-distance carrier's Point of Presence or
        End-User sites identified on the ASR.
 
 (o)  Premises. "Premises" shall mean the address to which Service is provided
        or delivered, identified as a Point of Termination or Service Location
        on the
        Service Order.
 
 (p)  Service. "Service" shall mean XO-provided telecommunications service
        or collocation license, as further described in the applicable Exhibit and
        as specifically identified on the Service Order.
 
 (q)  Service
        Order. "Service
        Order" shall mean an ASR or other applicable
        service ordering form or Collocation Schedule (as defined in the
        Telco Collocation Exhibit attached hereto if applicable) provided by XO and entered
        into by the Parties pursuant to this Agreement.
 
 (r)  Service
        Outage. "Service
        Outage" shall mean a disruption or degradation of On-Net Service as set forth
        in
        the applicable Exhibit.
 
 (s)  Start
        of Service Date. The
        "Start of Service Date" for a Service shall be
        the
        later of (i) the date requested by Customer for in-service as indicated on
        the  Service
        Order, (ii) the date XO notifies Customer that the Service is installed
        or
 XO
          CONFIDENTIAL
  **CARRIER
        SERVICES AGREEMENT**
   connected,
        successfully tested and available for Customer use, or (iii) the
        date after
        Circuit testing and Acceptance has been completed per this Agreement where
        applicable, regardless of whether or not Customer uses the Service. Notwithstanding
        the above, the Start of Service Date shall never be later than the date
        Customer begins to use the Service.
 
 (t) Tariffs. "Tariffs" shall refer to XO's applicable tariffs for intrastate and
        local
        services. This Agreement incorporates by reference the terms of each such
        Tariff to the extent Customer uses tariffed Services provided by XO XO may
        modify its Tariffs from time to time in accordance with law and thereby affect
        tariffed Services furnished to Customer, except that the terms and conditions
        of
        this Agreement shall supplement, or to the extent inconsistent, supersede
        Tariff
        terms and conditions. If any of XO's applicable Tariffs are cancelled during
        the
        term of this Agreement, such cancelled Tariff(s) will be deemed to be
        incorporated by reference into this Agreement on
        the
        effective date of cancellation, as supplemented by any
        non-inconsistent  product
        descriptions, definitions, prices and other terms and conditions
        contained in the
        XO Service Description and Price Guide ("Guide"). The Guide will be maintained
        on an XO web-site accessible by Customer, such as www.terms.xo.com,  and
        may
        be modified by XO from time to time and thereby affect
        the previously tariffed Service furnished to Customer.
 
 1.2 Services
        and Service Exhibits. XO shall
        provide to Customer the Services Customer has specifically contracted for
        on a
        Service Order pursuant to the applicable Service Exhibit(s), attached hereto
        and
        made a part hereof, The Parties may add other Services to this Agreement
        by
        amending it to add additional Service Exhibit(s) and entering into additional
        Service Orders pursuant to such additional Exhibit(s). However, Customer
        may
        contract for international, interstate, intrastate and local voice services
        ("Voice Services") on a Service Order in accordance with XO's standard terms
        and
        pricing, including
        those set forth in any applicable Tariffs, without the incorporation
        of a Voice
        Services Exhibit hereunder.
 
 1.3  Resale
        of Services.
 
 (a)  Customer
        hereby acknowledges and agrees that it is the customer of record for all
        Services purchased from XO. In connection with its resale of the Services,
        Customer understands and agrees that it is solely responsible for all order
        provisioning, billing, collection, billing adjustments/credits, tax collection
        and payment, customer service, service installation, operation and termination,
        dispute resolution, other service-related requirements and creditworthiness
        of
        its End Users, XO shall have no liability to Customer's End Users under this
        Agreement. Customer is responsible for payment for all charges for Service
        furnished to Customer and/or its End Users by XO pursuant to the payment
        terms
        set forth in the Agreement. This responsibility is not changed by virtue
        of any
        (i) use, misuse, fraud, or abuse by Customer, its employees, its End Users
        or
        other members of the public of the Services provided
        to Customer or Customer-provided systems, equipment, facilities, or services
        interconnected to such Services, or (ii) inability to collect payments or
        charges from Customer's End Users, Affiliates, agents, brokers or
        re- sellers.
        Further, XO will not issue credits for fraudulent calls passed to XO
        by Customer.
 
 (b)  Customer
        assumes (i) the responsibility for enforcing all applicable
        regulations and the provisions of this Agreement with respect to its End
        Users, and (ii) any liability arising from violations thereof. In the event
        XO
        terminates the provisioning of any resold services to Customer for any reason,
        including without limitation disconnection of Customer for failure to make
        payment as required herein, Customer shall be solely responsible for providing
        any and all necessary notice to its End Users of the termination.
 
 1.4 Access
        to Premises. _Customer
        agrees to cooperate with XO to accomplish Service activation by providing
        reasonable access to Customer's and its End Users' Premises and facilitating
        testing and Service delivery requirements, and Customer agrees XO shall have
        reasonable access to such Premises to repair, maintain or retrieve XO equipment.
        If the requisite access
 rights
        to
        all applicable buildings are not reserved to Customer, Customer
        shall secure
        any building owner or manager approval prior to such visit and shall ensure
        that personnel representing XO have ready access to all portions of
        the grounds,
        building and adjunct areas and facilities needed by XO to perform the
        installation, removal, inspection and scheduled or emergency
        maintenance of XO's
        equipment. If applicable, Customer will be responsible for ensuring that
        its
        vendors and End Users cooperate with XO or its vendors in connection with the
        performance by XO of its obligations with respect to the Services, including,
        without limitation, the installation, modification, testing, maintenance
        and
        operation of XO's equipment. XO shall not be liable for any damages whatsoever
        resulting from delays in meeting Service delivery dates requested or specified
        by Customer, or inability to provide Services.
  **ARTICLE
        2 - BILLING AND PAYMENT**
 
 2.1
        Except as set forth in Section 22, Customer shall pay the recurring and
        non - recurring
        rates and charges and the usage charges set forth herein and/or in
        the  Service
        Orders beginning on the Start of Service Date without deduction,
        setoff  or
        delay
        for any reason. Customer agrees to pay for the Services, by check
        sent to the
        address provided for herein or on the invoice or by wire transfer sent in accordance
        with applicable instructions provided by XO, within thirty (30) days from the
        date of the invoice ("Payment Period"). Restrictive endorsements or statements
        on checks accepted by XO will not be binding upon XO. Monthly recurring charges
        are billed in advance while usage and related charges are billed
        in
        arrears. The Parties shall provide one another with reasonably
        requested  information
        for bill validation including, but not limited to, the number of
        Circuits and
        charges for each Service.
 
 2.2
        Except for amounts in dispute, interest not to exceed 1.5% monthly may
        be  charged
        on the unpaid balance not paid within the Payment Period. If the
        interest  rate
        set
        out above exceeds the maximum rate allowable by law, then the
        interest  chargeable
        shall be equal to the maximum rate allowed by law. Customer agrees to
        reimburse XO for any costs incurred as a result of any collection activity,
        including without limitation reasonable attorneys' fees and court costs,
        unless
        otherwise prohibited by law. Customer authorizes XO to request information
        from
        a reporting agency to enable XO to assess Customer's credit history. Customer
        agrees that such action is not the extension of "credit" to Customer and
        further
        agrees that XO, in its sole discretion, may alter any billing arrangements
        as a
        result of such report or upon determination of a change in Customer's financial
        circumstances. Customer agrees that as a condition of initial or continued
        Service, it must provide financial statements to XO's Credit Department within
        ten (10) days of receiving a request for such statements from XO or Service,
        if
        already installed, may be suspended or terminated.
        At any time during and upon two (2) business days written notice, XO may
        require a deposit or other form of security acceptable to XO if it reasonably
        deems itself insecure with respect to Customer's ability to pay (eg. if Customer
        has failed to pay any invoice when due, or if there is a material change
        in
        circumstances of Customer ' s
        actual
        or anticipated usage hereunder or Customer's financial condition). Failure
        by
        Customer to comply with
        such
        requirement by XO may result in Service suspension or termination.
 
 2.3
        If
        Customer disputes any invoice, Customer shall notify XO's Credit Department
        in writing, providing the billing identification, Circuit number,
        any  trouble
        ticket number and an explanation for the dispute, and shall
        nevertheless  pay
        the
        affected invoice within the Payment Period, provided that Customer
        may  withhold
        payment of the amount in good faith dispute up to twenty percent
        (20%) of the
        invoiced charges. XO will investigate the dispute and in its discretion exercised
        in good faith, may require additional supporting documentation or
        reject Customer's claim as inadequate. No charges may be disputed more than sixty (60)
        days
        after the date such charges are invoiced, and if not disputed within
        that time,
        all such charges shall be deemed valid and undisputed by Customer. Payment
        shall not prejudice Customer's right to dispute charges, so long as
        they  are
        disputed in good faith in the manner and within the timeframes specified
        in  this
        Section, The Parties will cooperate in good faith to resolve any such
        disputes  within
        a
        thirty (30) day period after the dispute is submitted to XO. If the
        dispute
  XO
        CONFIDENTIAL
  2
  **CARRIER
        SERVICES AGREEMENT**
 
 is
        not
        resolved during this period, then either Party may seek resolution of the
        dispute in accordance with Article 13.
 
 2.4
        If a
        disputed amount is determined by XO to be a legitimate charge,
        interest  not
        to
        exceed 1.5% monthly may be charged on the balance not paid within
        the original
        Payment Period and Customer will make payment of the amount due within five
        (5)
        business days of such determination. If the interest rate set out above
        exceeds the maximum rate allowable by law, then the interest
        chargeable shall be
        equal to the maximum rate allowed by law.
 
 2.5
        If
        Customer does not make payment of all invoiced charges in accordance with
        the
        provisions herein within the Payment Period, XO may, at its option
        and  without
        notice (i) refuse to accept additional Service Orders; (ii) suspend any
        and all
        Service provided by XO under this Agreement and/or any other service agreement
        until Customer has paid all past due amounts (including interest);
        (iii)  offset
        such unpaid balances from any amounts that XO owes to Customer under  any
        other
        agreement between the parties; and/or (iv) require weekly payments
        or a surety
        of up to two (2) times Customer's aggregate monthly invoicing and failure
        by
        Customer to comply with such requirement by XO may result in Service suspension.
        Following suspension of Services for non-payment, XO is not
        required to reinstate Services to Customer until: (I) Customer has paid in
        full  all
        charges then due, including any late fees, interest charges, collection costs
        and any cost
        of reinstating Services; and (2) Customer provides to XO satisfactory assurance
        as requested by XO (such as a deposit) of Customer's ability to pay
        for  Services
        for the remainder of the applicable Service term(s). If Customer fails
        to timely
        cure the non-payment within the timeframe specified by XO, Customer will
        be
        deemed to have terminated the affected Services as of the effective date
        of  Service
        suspension. Termination hereunder for non-payment shall be treated
        as  termination
        for convenience by Customer subject to early termination charges as  set
        out
        in the applicable Exhibit. If Customer has not paid an invoice within
        the Payment
        Period and XO owes any amounts to Customer, XO may offset respective payments
        by
        first applying such amounts owed by XO to the full balance due from Customer
        and
        the remaining amounts owed by XO, if any, will be
        remitted in the normal course of business,
 
 2.6
        When
        Service is initiated on a day other than the fast day of the month or terminates
        on a day other than the last day of the month, any monthly recurring charges
        for that month shall be prorated accordingly.
 
 2.7
        Notwithstanding anything contained herein to the contrary, if XO is required
        to
        construct and/or acquire telecommunications facilities in order to provide
        Service to Customer, Customer acknowledges and agrees that XO therefore incurs
        significant costs and expenses in provisioning such Service to Customer,
        including but not limited to costs associated with constructing and/or acquiring
        the telecommunications facilities necessary for delivery of XO Services to
        Customer. In addition to any other rights and remedies XO may have at law,
        in
        equity or as provided herein, Customer agrees that if Customer cancels this
        Agreement or any individual Service Order after signature but prior to the
        Start
        Of Service Date, or if Customer terminates this Agreement or any individual
        Service Order prior to expiration of the committed Service term, Customer
        shall
        reimburse XO for all costs and expenses XO incurred in constructing and/or
        acquiring such telecommunications facilities.
 
 2.8 Monthly
        Minimum Commitment. During
        each month of the Agreement, Customer shall purchase Services from XO in
        an
        amount that shall equal or exceed  Dollars
        ($  )
        per
        month (the "Monthly Minimum"). If, at the end of each such month, Customer's
        purchase of Services are less than the Monthly Minimum, then Customer shall
        pay:
        (I) all accrued but unpaid Service charges and other charges incurred by
        Customer; and (2) a shortfall charge (which Customer hereby agrees is
        reasonable) equal to the difference between the Monthly Minimum and Customer's
        actual purchase of XO's Services (including any applicable cancellation
        charges), excluding taxes, tax related surcharges, and other surcharges during
        that month.
  ARTICLE
        3
        - TAXES
 
 3.1
        The
        rates, pricing and charges for Services set forth herein or in any Service
        Order
        do not include applicable taxes and surcharges. Customer shall be responsible
        for and shall pay any taxes, arising in any jurisdiction, including without
        limitation, sales, use, excise, gross receipts, value added, access, bypass,
        franchise, telecommunications, consumption, or other taxes, fees, duties,
        charges or surcharges; however designated, imposed on or based on the provision,
        sale or use of the Services, including taxes or surcharges imposed directly
        on
        XO. If Customer believes it or the Services is exempt from any tax, Customer
        will provide XO with a properly executed exemption certificate evidencing
        such
        claimed exemption. In no case shall Customer be responsible for any income
        taxes
        levied upon XO's (or any underlying carrier's) net income. Customer agrees
        that
        its obligation to pay taxes and surcharges under this Section shall survive
        the
        expiration or early termination of the Agreement.
 
 **ARTICLE
        4 - TERM AND RENEWAL OPTIONS**
 
 4.1
        The
        term of this Agreement shall commence on the Effective Date of this Agreement,
        and shall terminate three (3) years thereafter. Thereafter, this Agreement
        shall be automatically renewed in successive one-year periods unless  terminated
        by written notice by one of the Parties at least sixty (60) days prior
        to  the
        end
        of the initial term or any one-year renewal period (collectively,
        "Term");  provided,
        however, that if the period of time set out in the applicable Exhibit
        or Service
        Order for a particular Service(s) extends beyond the effective date of
        termination of this Agreement, such Services(s) shall remain in effect for
        such
        agreed upon time period, subject to all of the terms and conditions of this Agreement
        as if it were still in effect with respect to such Service(s). If
        Customer wishes
        to terminate a Service or Circuit(s) for any reason, or not to renew such
        Service or Circuit(s), Customer shall provide XO with written notice
        ("Termination Notice") addressed to XO at such location, as XO shall specify
        from time to time. Such Termination Notice must specify all necessary
        identifying details about the Service or Circuit being terminated (e.g.,
        Circuit Identification
        number, the A and Z locations of such Circuit) and the requested effective date of such termination (which date must not be less than thirty
        (30) days
        from
        the date notice is received by XO). Termination of
        Service/Circuit(s)  by  *any* form
        of
        communications or means other than as provided above shall not  be
        effective and Customer shall remain obligated to XO for all
        Services/Circuit(s) rendered. For the avoidance of doubt, Customer may be liable for early termination
        charges upon termination of Service/Circuit(s) as further provided
        in the
        applicable Service Exhibit attached hereto.
 
 **ARTICLE
        5-INSURANCE**
 
 5.1
        Except as may be otherwise provided in an Exhibit hereto, Customer will maintain
        throughout the term of this Agreement the following insurance
        coverage  with
        a
        licensed insurance company rated A- or better by A.M. Best: (a)
        Worker's Compensation Insurance to comply with the state laws in which the work is
        performed; (b) Commercial General Liability in an amount not less than $1,000,000
        per occurrence / $2,000,000 general aggregate; and (c) Automobile  Liability,
        including Non-Owned and Hired Auto Liability, in an amount not less than
        $1,000,000 Combined Single Limit, "XO Communications, Inc." shall be added
        as an
        additional insured on Customer's policies and such shall waive its rights
        of
        subrogation against XO. All insurance carried by Customer shall be primary
        and
        non-contributory with any insurance carried by XO.
 
 **ARTICLE
        6 - WARRANTIES AND NETWORK STANDARDS**
 
 6.1
        Each
        Party represents and warrants to the other Party that it is an entity,
        duly  organized,
        validly existing and in good standing under the laws of the place of
        its origin,
        with all requisite power and authority to enter into and perform its obligations
        under this Agreement in accordance with its terms.
 
 6.2
        XO
        represents and warrants to Customer that all On-Net Service rendered by
        it
        hereunder shall be designed, produced, installed, furnished and in all
        respects
 XO
        CONFIDENTIAL
 3
  **CARRIER
        SERVICES AGREEMENT**
 
 provided
        and maintained in conformance and compliance with applicable
        federal, state
        and local laws, administrative and regulatory requirements and any other
        authorities having jurisdiction over the subject matter of this
        Agreement.
 
 6.3
        Customer represents and warrants that (i) all services rendered by it to
        its End
        Users shall be designed, produced, installed, furnished and in all respects
        provided and maintained in conformance and compliance with applicable federal,
        state and local laws, administrative and regulatory requirements and any
        other
        authorities having jurisdiction over the subject matter of the Customer-provided
        services, and (ii) it has all licenses, approvals, registrations and
        certifications (collectively, "Approvals") which may be required by the
        applicable regulatory authorities for its operation and the provision of
        any
        services to its End Users and it shall be solely responsible for applying
        for,
        obtaining and maintaining all such Approvals.
 
 6.4
        The
        warranties and remedies set forth in this Agreement constitute the only
        warranties and exclusive remedies with respect to this Agreement. SUCH WARRANTIES
        ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL,
        STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY
        OF
        MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INTERFERENCE
        AND NON-INFRINGEMENT.
 
 **ARTICLE** 7
        .- **DEFAULT**
 
 7.1
        A
        Party shall be deemed in "Default" of this Agreement upon the occurrence
        of any
        one or more of the following events:
 
 (i)  a
        Party
        violates any applicable laws, statutes, ordinances, codes or other legal
        requirements with respect to the Services and such violation(s) are not remedied
        within thirty (30) days after written notice thereof; or
 
 (ii)  a
        Party
        fails to perform any of its material obligations under this Agreement and
        such
        nonperformance is not remedied within thirty (30) days
        after notice thereof or such other cure period as may be specified in
        the  applicable
        Exhibit, except for payment defaults, for which no cure periods in
        addition to those described in Section 2.5 herein shall be available; provided,
        however, if Customer is entitled to outage credits pursuant to the  applicable
        Service Exhibit attached hereto or other remedies set out in this Agreement for such nonperformance by XO, then such outage credits or other
        remedies shall be Customer's exclusive remedy and such nonperformance
        shall not be construed to be a Default under this Section 7.1.
 
 7.2
        In
        addition to all remedies available at law or in equity, the non-defaulting
        Party
        hereunder may terminate this Agreement, including, for the avoidance of doubt,
        its Exhibits, and/or related Service Orders, in whole or in part, upon
        the occurrence of a Default.
 
 **ARTICLE
        8 - CONFIDENTIAL INFORMATION**
 
 8.1
        Each
        Party shall preserve the other Party's confidential information provided
        to it
        hereunder with the same degree of care in protecting its own confidential
        or
        proprietary information, but in no event less than a reasonable standard
        of care
        shall be used and shall execute and comply with the terms and conditions
        of the General Nondisclosure Agreement ("NDA") executed by both Parties
        as of the day of October, 2004. Notwithstanding any provision therein, the
        Parties hereby agree that such NDA shall be coterminous with this
        Agreement.
 
 **ARTICLE
        9 - INDEMNIFICATION**
 
 9.1
        Customer and/or End User shall indemnify, defend and hold harmless XO and
        its
        Affiliates and all of their employees, directors, officers, and agents from
        and
        against all claims, demands, actions, causes of actions, damages,
        liabilities,
  losses,
        and expenses (including reasonable attorney's fees) incurred as a result
        of third
        party claims:
 
 (i)  for
        libel, slander, infringement of copyright or unauthorized use of trademark,
        trade name, service mark or any other intellectual property infringement
        arising
        out of or related to use of the Service;
 
 (ii)  for
        patent infringement arising from combining or connection of Customer
        or third party services, equipment, and/or facilities to use XO's Network
        or Service;
 
 (iii)  for
        damage to property and/or personal injury (including death) arising
        out of the gross negligence or willful act or omission of Customer and/or
        End User;
 
 (iv)  arising
        out of or in connection with Customer's resale or sharing of the Services;
        and
 
 (v)  related
        to any Customer representations regarding Customer's traffic and
        Customer's use of Services including without limitation, as set forth
        in Article
        11.
 
 9.2
        XO
        shall indemnify defend and hold harmless the Customer and its Affiliates
        and their employees, directors, officers, and agents from and against
        all claims,
        demands, actions, causes of actions, damages, liabilities, losses, and expenses
        (including reasonable attorney's fees) incurred as a result of third
        party claims:
 
 (i)  for
        patent or copyright infringement relating to XO's equipment or XO's software
        used by XO to provide the Services hereunder; and
 
 (ii)  for
        damages to property and/or personal injury (including death) arising out
        of the
        gross negligence or willful act or omission of XO.
 
 9.3
        If,
        as the result of a claim or threatened claim related to an infringement of
        a third
        party's intellectual property rights, (1) the Services or any essential
        component thereof are held by a court of competent jurisdiction, or in XO's reasonable
        judgment may be held, to infringe, or (2) either Party receives a
        valid court
        order enjoining that Party from using the Services or any essential component
        thereof or, in XO's reasonable judgment such order may be received,  XO
        shall
        in its reasonable judgment, and at its expense, (a) replace or modify
        the affected
        Service or essential component to be non-infringing; (b) obtain for Customer
        a license to continue using the affected Service or essential
        component; or (c)
        if XO cannot reasonably obtain the remedies in (a) or (b), terminate the
        affected Service without penalty to Customer. This Section states XO's entire
        responsibility and liability and Customer's sole and exclusive remedy for
        any claim
        of
        infringement. Notwithstanding the foregoing, XO shall have no
        liability  for
        any
        claim of infringement based on (x) the use of the Services in a manner
        not contemplated or otherwise not in accordance with this Agreement and
        documentation related to the Services; (y) any combination of the Service
        or essential
        component thereof with other elements or the modification of a
        Service  by
        anyone
        other than XO where, but for such combination or modification, no claim of
        infringement would exist or (z) the use of the Services . Any and all claims
        for
        indemnification shall be conditioned upon (i) prompt written notification
        by the indemnified Party to the indemnifying Party; (ii) assumption
        of  sole
        control of the defense of such claim and all related settlement negotiations
        by  the
        indemnifying Party; and (iii) provision by the indemnified Party of the
        prompt  assistance,
        cooperation, information and authority necessary for the
        indemnifying Party to
        perform its obligations under this Section.
 
 **ARTICLE
        10 - LIMITATION OF LIABILITY**
 
 10.1
        Neither Party shall be liable to the other Party for any ind i rect,
        consequential, special, incidental, reliance, or punitive damages of any
        kind or nature
        whatsoever including, without limitation, any lost profits, lost
        revenues,  lost
        savings, or any other business loss including goodwill, loss of use of
        property,
 
 XO
        CONFIDENTIAL
 4
  **CARRIER
        SERVICES AGREEMENT**
   loss
        of
        data, cost of substitute performance equipment or services, downtime
        costs and
        claims of customer for damages, or harm to business, regardless of the foreseeability
        thereof and regardless of whether damages are caused by the willful  misconduct,
        negligent act or omission, or wrongful act arising from or related
        to  this
        Agreement. For purposes of this Agreement, a Party's out-of-pocket costs
        for damages
        of the kinds specified in the preceding sentence which are recovered from
        such
        Party by a third party shall be deemed to be indirect damages to
        such  Party
        and
        each Party hereby releases the other Party, its subsidiaries and
        affiliates,  and
        their
        respective officers, directors, managers, employees, and agents,
        from  damages
        from such claim(s), except to the extent such damages are part of
        claims  for
        which
        indemnification is due under Sections 9.1 and 9.2 herein. Customer's  sole
        remedy for the failure of non-perfonnance or XO and/or the Service shall
        be  to
        receive credits as set forth in this Agreement and the Exhibits
        hereto.  **THE** **ENTIRE
        LIABILITY OF XO AND CUSTOMER'S SOLE AND** **EXCLUSIVE
        REMEDY FOR CLAIMS ARISING UNDER OR IN ANY** **WAY
        RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF DIRECT DAMAGES
        OR
        THE TOTAL AMOUNT** **PAID
        BY CUSTOMER TO XO DURING THE PREVIOUS THREE (3)** **MONTHS
        FOR THE SERVICE(S). The foregoing limitations apply to** **all
        causes of action and claims** ***of*** **any
        kind arising out** ***of*** **or
        related to this** **Agreement
        including any Exhibit and any Service Order, including, without limitation,
        breach** *of* contract,
        breach *of* warranty,
        strict liability, **negligence,
        misrepresentation, or any other tort. Customer acknowledges** **and
        accepts the reasonableness** ***of*** **the
        disclaimers and limitations** ***of*** **liability
        set forth herein.**
 
 **ARTICLE
        11- REGULATIONS**
 
 11.1
        The
        rates set forth in this Agreement are subject to the imposition of
        new regulation, modification of existing regulation, and new interpretation or
        enforcement of regulation by any federal, state, or local regulatory agency, legislative
        body, or court of competent jurisdiction, including the imposition
        of any
        charges, surcharges, and/or taxes in reliance or as a result of the same
        ("Regulatory Activity"). XO reserves the right, at any time, (i) to pass
        through
        to Customer all, or a portion of, any charges, surcharges, or taxes directly
        or indirectly
        related to such Regulatory Activity; or (ii) modify the rates and/or
        other  terms
        and
        conditions of this Agreement to reflect the impact of such
        Regulatory Activity.
 
 11.2
        Customer represents and wan-ants that all traffic being delivered by Customer
        or its End Users or agents to XO for local termination, and all
        traffic  that
        XO
        delivers to Customer or its End Users or agents that has originated in
        the same
        local calling *area* in
        which
        Customer's NPA-NXX is assigned and/or in which
        such traffic is terminated to Customer or its End Users or agents, is
        local traffic
        or is legally entitled to be treated as local traffic under all applicable federal,
        state and local laws, administrative and regulatory requirements and
        any  other
        authorities having jurisdiction over such traffic. Customer understands
        that XO will
        rely upon such representation to assign local telephone numbers to Customer
        and/or route Customer's traffic for termination as local calling. Customer
        represents and wan-ants that Customer has paid, or shall promptly
        pay  to
        XO all
        switched access charges associated with any of Customer's traffic that
        is  delivered
        pursuant to this Agreement. Customer also represents and wan-ants
        that neither
        it nor any of its end users or agents will remove or in any way alter Automatic
        Number Identification ("ANI") or Calling Party Number ("CPN") information
        associated with any traffic delivered pursuant to this Agreement. Customer
        agrees to cooperate with XO to obtain or verify any necessary regulatory
        certification regarding the nature of its traffic and/or use of
        facilities.
 
 11.3
        Customer shall promptly pay to XO all access charges, reciprocal compensation,
        and/or any other charges, surcharges and/or taxes billed to XO by a third
        party, or remitted by XO to a third party, that are associated with any of
        Customer's traffic delivered or facilities utilized pursuant to this Agreement,
        including but not limited to any retroactive charges, (collectively, "Additional Charges")
        and that are not already reflected in the rates charged by XO for
        the  Services
        rendered pursuant to this Agreement. Although XO shall not have any obligation to challenge any Additional Charges levied by a third party, if
        XO
 successfully
        challenges imposition of any Additional Charges by a third party, it will
        refund
        to Customer any Additional Charges previously paid by Customer to XO that
        were
        subject to such successful challenge. In addition, XO shall have the right,
        upon
        five (5) days written notice to Customer, to revise its rates for Services
        provided to Customer to reflect any Additional Charges. Within thirty (30)
        days
        of receipt of written notice of any such rate increase to reflect Additional
        Charges, Customer, upon giving written notice to XO, may elect to transition
        any
        Services affected by such rate increase to another carrier over a period
        of time
        not to exceed sixty (60) days. Notwithstanding any other provision of this
        Agreement, if, within the designated thirty (30) day period, Customer does
        not
        provide written notice to XO of its election to transition the affected Services
        to another carrier, Customer shall be deemed to have waived its right to
        such
        election. Even if Customer elects to transition the affected Services to
        another
        carrier, Customer shall still be responsible for paying any and all Additional
        Charges billed to or remitted by XO up to and including the final transition
        date. The parties agree to cooperate on the scheduling of any such
        transition.
  1
        I.4
        Customer agrees that, if XO is subjected to a third party audit relating
        to
        Customer's traffic or use of facilities which is the subject of this Agreement,
        Customer will cooperate in any such audit. Customer further agrees that it
        will
        protect, defend, indemnify and hold harmless XO, its subsidiaries, affiliates,
        officers, directors and employees from any and all costs resulting from such
        third party action.
 
 ARTICLE
        12 - FORCE MAJEURE
 
 12.1
        In
        no event shall a Party have any claim or right against the other Party
        for any
        failure of performance due to causes beyond its control, including but not
        limited to: acts of God, fire, explosion, vandalism, cable or fiber cut,
        adverse weather
        conditions, flood or other similar occurrences; any law, order
        regulation,  direction,
        action or request of the government, including federal, state and
        local governments having or claiming jurisdiction over XO or of any department, agency,
        commission, bureau, corporation, or other instrumentality of any
        federal, state,
        or local government, or of any civil or military authority; national
        emergencies; unavailability of materials or rights-of-way; insurrections;
        riots,
        wars; terrorism; strikes, lock-outs, work stoppages, or other labor
        difficulties, supplier failures, shortages, breaches or delays; or any other
        cause or circumstance,
        whether of a similar or dissimilar nature to the foregoing, beyond the
        reasonable control of the affected Party.
 
 **ARTICLE
        13 - DISPUTE RESOLUTION**
 
 13.1
        Except for (i) action seeking a temporary restraining order or injunction,
        (ii) a suit
        to compel compliance with this dispute resolution process, (iii) disputes
        relating to the lawfulness of rates, terms, conditions or practices concerning Services
        that are subject to the Communications Act of 1934, as amended, or
        the rules
        and regulations of the FCC, a state public utility commission or other administrative
        agency, (iv) Customer non-compliance with publicity provisions, or (v)
        billing or payment disputes or collections matters all of which may be litigated
        (or brought before the applicable agency in the case of subsection (iii))
        at  the
        election of XO, the Parties agree to use the dispute resolution procedures
        set forth in
        this Section with respect to any controversy or claim arising out of or relating
        to this Agreement or its breach.
 
 13.2
        Upon
        ten (10) days written notice, either Party may submit disputes to binding
        arbitration by a single arbitrator with a professional arbitration service
        selected by the Parties. If the Parties do not otherwise agree on an arbitration
        service, such services shall be provided pursuant to the American Arbitration Association
        ("AAA") Commercial Arbitration Rules and Mediation Procedures.  The
        costs
        of arbitration, including the fees and expenses of the arbitrator, shall
        be paid
        equally by the Parties. Each Party shall bear the cost of preparing and
        presenting its case. The Parties agree that Fairfax County, Virginia shall
        be
        the location for the arbitration hearing.
  XO
        CONFIDENTIAL
 5
   **CARRIER
        SERVICES AGREEMENT**
 
 13.3
        The
        Parties agree that this Article 13 and the arbitrator's authority to grant
        relief shall be subject to the Federal Arbitration Act, 9 U.SC. §§ 1-16, et
        seq. ("FAA"),
        the provisions of this Agreement, and the AAA Code of Ethics for Arbitrators
        in
        Commercial Disputes. The Parties agree that the arbitrator shall have no
        power
        or authority to make any award that provides for punitive or exemplary
        damages or damages otherwise limited or excluded in this Agreement.  The
        arbitrator's decision shall be final and binding. The award may be
        confirmed  and
        enforced in any court of competent jurisdiction. All post-award
        proceedings shall be
        governed by the FAA.
 
 **ARTICLE
        14 - ASSIGNABILITY**
 
 14.1
        Customer may not assign this Agreement without the prior written
        consent of XO,
        which consent shall not be unreasonably withheld. Any request by Customer
        for such consent from XO shall be directed to XO's Legal and Credit Departments. Any such assignment without XO's prior written consent shall
        be
        void. Notwithstanding the foregoing, if this Agreement is assigned by Customer
        to any other party, by assignment, operation of law or otherwise, which Party,
        prior to the assignment, has an agreement (the "Prior Agreement") with XO
        or any
        of
        its Affiliates for the provision of services, the services being provided
        shall continue
        to be governed by the Prior Agreement, and the Services provided hereunder
        shall
        continue to be governed by this Agreement, each without reference to the
        other.
 
 **ARTICLE
        15 - NOTICES**
 
 15.1
        Notices under this Agreement shall be in writing and delivered by overnight
        courier (e.g., Federal Express, DHL) or certified mail, return receipt requested,
        to the persons whose names and business addresses appear below and such
        notice shall be effective on the date of receipt by the receiving
        Party:
 
 If
        to XO:
        XO Communications, Inc. 11111 Sunset Hills Road Reston, VA 20190
 Attn:
        President, Carver Sales
 
 With
        copy
        to:  XO
        Communications, Inc.
 11111
        Sunset Hills Road
 Reston,
        VA 20190
 Attn:
        Vice President, Assistant General Counsel
 
 if
        to
        Customer:  United
        American Corporation
 3199
        E.
        Warm Springs Road, Suite 200 Las Vegas, NV 89120
 Attn:
        Benoit Laliberte
 
 A
        Party
        may change its address and point of contact by notifying the other
        Party in
        accordance with this Article.
 
 **ARTICLE
        16 - MISCELLANEOUS**
 
 16.1
        In
        the event of any express inconsistency, and only to the extent of such
        inconsistency, between the main body of this Agreement and any Exhibits or
        Service Orders made a part or in accordance with this Agreement, precedence
        shall be given to:
 
 (1)
          (2)
          (3)
 The
        main
        body of this Agreement
 The
        Exhibits; and Any Service Orders.
 Any
        Service Orders.
 
 16.2
        XO ' s
        telecommunications equipment shall remain the sole and exclusive property
        of XO or its assignee, and nothing contained herein shall give or
        convey  to
        Customer any right, title or interest whatsoever in such equipment, which
        shall at all
        times be and remain personal property notwithstanding that it may be or become
        attached to or embedded in realty. Customer shall not tamper with, remove
        or
        conceal any identifying plates, tags or labels affixed to the
        equipment
 showing
        XO's ownership thereof XO may substitute, change or rearrange telecommunications
        equipment used in providing Service as long as the quality of the
        Service is not impaired.
 
 16.3
        This
        Agreement does not render either Party the agent or legal representative
        of the other Party and does not create a partnership or joint
        venture  between
        Customer and XO. Neither Party shall have any authority to agree for
        or  bind
        the
        other Party in any manner whatsoever, This Agreement confers no
        rights of any
        kind upon any third party, including without limitation Customer ' s
        End
        Users.
 
 16.4
        No
        waiver of any of the provisions of this Agreement shall be binding unless
        it is
        in writing and signed by both Parties. The failure of either Party to insist
        on
        the strict enforcement of any provision of this Agreement shall not constitute
        a
        waiver of any provision and all terms shall remain in full force and
        effect,
 
 16.5
        No
        subsequent agreement among the Parties concerning the Service shall be effective
        or binding unless it is made in writing and executed by authorized
        representatives of the Parties. Neither electronic mail nor instant messaging
        (IM) shall be considered a "writing" sufficient to change, modify, extend
        or
        otherwise affect the terms of the Agreement.
  16.6
        This
        Agreement, together with any applicable Tariffs, sets forth the entire understanding
        of the Parties and supersedes any and all prior or contemporaneous  agreements,
        arrangements or understandings relating to the subject matter
        hereof, written,
        oral or otherwise. The Appendices and Exhibits referred to herein *are* integral
        parts hereof and are hereby made a part of this Agreement.
 
 16.7
        If
        any part of any provision of this Agreement or any other agreement, document
        or writing given pursuant to or in connection with this Agreement
        shall be
        invalid or unenforceable under applicable law, said part shall be ineffective
        to
        the extent of such invalidity only, without in any way affecting the remaining
        parts of said provision or the remaining provisions of this
        Agreement
 
 16.8
        This
        Agreement for Service is made pursuant to and shall be construed and enforced
        in
        accordance with the laws of the Commonwealth of Virginia without regard to
        its
        choice of law principles. Any action arising out of or related to this Agreement
        shall be brought in the state or Federal courts located in Fairfax County,
        Virginia, and Customer consents to the exclusive jurisdiction and venue of
        such
        courts.
 
 16.9
        This
        Agreement is non-exclusive. Nothing in this Agreement shall prevent Customer
        or
        XO from entering into similar arrangements with, or otherwise providing Services
        to, any other person or entity. Further, Customer understands and agrees
        that
        (i) as part of XO's normal business, XO will engage in extensive marketing *efforts* to
        sell
        its services; (ii) such efforts will result in active competition with Customer;
        and (iii) such competition is fair and proper and Customer shall not complain
        of
        business lost to XO as a result.
 
 16.10
        Neither Party shall issue a news release, public announcement, advertisement,
        or
        other form of publicity concerning the existence of this Agreement
        or the supplies or Services to be provided hereunder without
        obtaining the
        prior written approval of the other Party. Any request by Customer for such consent
        from XO shall be directed to XO's Legal and Corporate Communications Departments. Customer shall not (i) attempt to sell service to its End Users
        or
        prospective End Users using XO's name, (ii) represent to End Users or
        prospective End Users that they will be XO Customers or that they may obtain
        XO
        service from Customer, or (iii) indicate to End Users or prospective End Users
        that it has any relationship to XO other than an agreement to purchase
        XO services
        on a wholesale basis.
 
 16.11
        The
        terms and provisions contained in this Agreement that by their sense and
        context
        are intended to survive the performance thereof by the Parties shall survive
        the
        completion of performance and termination of this Agreement, including, without
        limitation, the making of any and all payments hereunder
  XO
        CONFIDENTIAL
 6
 **CARRIER
        SERVICES AGREEMENT**
   16.12
        Any
        additional services provided by XO to Customer not included in a Service
        Order
        shall be governed by the terms of this Agreement and priced in accordance
        with
        XO's standard pricing as set forth in its applicable Tariffs, price lists
        or
        Guide.
 
 16.13
        This Agreement shall be of no force and effect and the offer contained herein
        shall be withdrawn unless this Agreement is executed by Customer and delivered
        to XO on or before the 10 th day of
        November, 2004.
  
  **IN
        WITNESS WHEREOF,** the
        Parties hereto have caused this Agreement to be executed
 by
        their
        duly authorized representatives as of the Effective Date.
 
  **United
        American Corporation**
  BY:AUTHORIZED
                      SIGNATUREDATEPRINT
                      NAMEPRINT
                      TITLE
   **XO
        Communications, Inc. on behalf** **of
        its operating Affiliates**
  BY:AUTHORIZED
                    SIGNATUREDATEPRINT
                    NAMEPRINT
                    TITLE
 
 List
        of Exhibits
 Exhibit
        A
        -Inter-Market Inbound Primary Rate Interface Service
 
 
 
 
 
 
 
 
 
 
 
 **XO
        CONFIDENTIAL**
 7
  EXHIBITA
  **CARRIER
        SERVICES AGREEMENT**
  **This
        Inter-Market Inbound Primary Rate Interface Service Exhibit** (the
        "Service Exhibit"), is made and
        entered into this **12** **** day
        of
        October, 2004 (the "Effective Date") between **XO
        Communications, Inc. ("XO"),** a
        Delaware corporation with offices at 11111 Sunset Hills Road, Reston, VA
        20190
        and **United
        American Corporation** ("Customer"),
        a Nevada corporation with offices at 3199 E. Warm Springs Road, Suite 200,
        Las
        Vegas, NV 89120 (individually, a "Party" and collectively, the "Parties").
        This
        Service Exhibit describes the terms and conditions applicable to Customer's
        use
        of XO's Inter-Market Inbound Primary Rate Interface ("PRI") Service. In the
        case
        of any conflict between this Service Exhibit and the Agreement, the terms
        and
        conditions of this Service Exhibit shall control. Except as amended herein,
        the
        Agreement shall remain in full force and effect.
 
 **1.**  **INTER-MARKET
        INBOUND PRIMARY RATE INTERFACE SERVICE ("PRI") SERVICE
        DESCRIPTION**
 
 1.1
        Inter-Market Inbound PRI Service (the "Service(s)") is a type of Integrated
        Service Digital Network ("ISDN") service that is a digital trunking technology
        which provides customers with high capacity digital access from their customer
        premise equipment ("CPE") to the XO local switched network. The connection
        is
        provided over a DS-1 facility that carries up to twenty-four (24) channels
        delivering 64 Kbps
        and
        up to 1.544 Mbps of dedicated bandwidth. Inter-Market Inbound PRI Service
        is
        configured using twenty-three (23) bi-directional B or Bearer channels and 1 D or Data channel
        (23 B+D).
 
 This
        Service can also be used to terminate only long distance traffic at the rates
        specified on the attached spreadsheet. To the extent the Service will be
        utilized to terminate long distance traffic, the customer representations
        set
        forth in Sections 3.3-3.7 apply.
 
 1.2
        Inter-Market Inbound PRI Service is provided to Customer pursuant to the
        applicable tariffs and price lists of XO and/or its affiliates and successors
        (individually, a "Tariff' and collectively, the "Tariffs"), each as supplemented
        by this Service Exhibit to the extent permitted by law. This Service Exhibit
        incorporates by reference the terms of each such Tariff XO may modify its
        Tariffs from time to time in accordance with applicable law and thereby affect
        the Services furnished to Customer. In the event any of XO's applicable Tariffs
        are cancelled, Section 1.1(t) of the Agreement shall apply. Capitalized terms
        not otherwise defined in the Agreement or herein shall have the meaning given
        them in the Tariffs.
 
 1.3
        The
        Inter-Market Inbound PRI Service will be offered in each area to the Customer
        by
        an entity which is either an affiliate or subsidiary of XO and/or which XO
        manages or with whom it is otherwise contractually affiliated (an "Authorized
        Entity"). XO will notify Customer from time to time of the identity of each
        Authorized Entity. The terms and conditions of this Service Exhibit are,
        and
        shall be, applicable to the Inter-Market Inbound PRI Service provided to
        the
        Customer by each Authorized Entity.
  **2.**  **AVAILABILITY**
 
 2.1
        Inter-Market Inbound PRI Service is generally available in the following
        locations but each request will be reviewed for capacity prior to committing
        to
        customer that service can be installed in such location on a LATA-specific
        basis, including limited rate centers:
  **Akron**
              Allentown
              Atlanta
              Austin
              BaltimoreBoston
              Chicago
              Clarkston
              Cleveland
              ColumbusDallas/
                  Fort Worth
              
              Denver
              DetroitFreemont
              Harrisburg
              Houston
              Las
                  VegasLewiston
              Los
                  Angeles
              Memphis
              MiamiN.
                  Virginia
              Nashville
              New
                  York City
              North
                  New Jersey
              Oakland
   XO
        CONFIDENTIAL
 8
 Philadelphia
                Phoenix
                Portland
                RosevilleSacramento
                Salt
                      Lake City
                
                San
                      Diego
                San
                  FranciscoSeattle
                
                Spokane
                St.
                      Louis
                TampaWashington,
                    D.C.
  **3.
        PRODUCT TERMS AND CONDITIONS**
 
 3.1
        The
        Inter-Market Inbound PRI Service is a dedicated Inbound only Primary Rate
        Interface traffic solution for customers. Inter-Market Inbound PRI Service
        provides access to certain, identified LATAs, with up to five (5) rate centers
        within a given LATA as a standard option. Additional rate centers within
        the
        same LATA may be ordered and will be priced according to the pricing schedule
        found in the below Pricing Section. 100 DID numbers will be provided per
        each
        rate center, and additional blocks of numbers are available at pricing described
        in Section 4 below.
 
 3.2
        The
        Inter-Market Inbound PRI Service will be delivered to the Customer Premise
        on a
        digital basis only. In the event no term is specified in the service order
        for
        each individual Inter-Market Inbound PRI Service order, it shall be a one
        (1)
        year term and shall commence on the date of service activation.
 
 3.3
        Customer and XO agree that in the event of a decision by a regulatory authority
        at the federal, state or local level, including but not limited to the approval
        of a new ILEC interconnection arrangement, which alters XO's ability to offer
        the current pricing as set forth below, upon thirty (30) days written
        notification to Customer, XO may migrate the Customer to the Off-Net Price
        Plan
        for the remainder of the Customer's term commitment. If XO chooses to migrate
        the Customer to an Off-Net Price Plan for the remainder of the Customer's
        term
        commitment, Customer may cancel the Inter-Market Inbound PRI Service without
        incurring cancellation charges upon thirty (30) days written notice to XO
        after
        receipt of XO's migration notice.
 
 3.4
        Customer represents and warrants that all traffic being delivered by Customer
        or
        its designated agent to XO for local termination, and all traffic that XO
        delivers to Customer or its designated agent that has originated in the same
        local calling area in which Customer's NPA-NXX is assigned and/or in which
        such
        traffic is terminated to Customer or its designated agent, is local traffic
        or
        is legally entitled to be treated as local traffic under all applicable federal,
        state and local laws, administrative and regulatory requirements and any
        other
        authorities having jurisdiction over such traffic. Customer understands that
        XO
        will rely upon such representation to assign local telephone numbers to Customer
        and/or route Customer's traffic for termination as local calling. Customer
        represents and warrants that Customer has paid, or shall promptly pay to
        XO
        pursuant to Section 3.5 below, and all switched access charges associated
        with
        any of Customer's traffic that is delivered pursuant to this Service Exhibit.
        Customer also represents and warrants that neither it nor any of its agents
        will
        remove or in any
        way
        alter Automatic Number Identification ("AM") or Calling Party Number ("CPN")
        information associated with any traffic delivered pursuant to this Service
        Exhibit.
 
 3.5
        Customer shall promptly pay to XO all access charges, reciprocal compensation,
        and/or any other charges, surcharges and/or taxes billed to XO by a third
        party,
        or remitted by XO to a third party, that are associated with any of Customer's
        traffic delivered pursuant to this Service Exhibit, including but not limited
        to
        any retroactive charges, (collectively, "Additional Charges") and that are
        not
        already reflected in the rates charged by XO for the Services rendered pursuant
        to this Service Exhibit. Although XO shall not have any obligation to challenge
        any Additional Charges levied by a third party, if XO successfully challenges
        imposition of any Additional Charges by a third party, it will refund to
        Customer any Additional Charges
        previously paid by Customer to XO that were subject to such successful
        challenge. In addition, XO shall have the right, upon five (5) days written
        notice to Customer, to revise its rates for Services provided to Customer
        to
        reflect any Additional Charges. Within thirty (30) days of receipt of written
        notice of any such rate increase to reflect Additional Charges, Customer,
        upon
        giving written notice to XO, may elect to transition any Services affected
        by
        such rate increase to another carrier over a period of time not to exceed
        sixty
        (60) days. Notwithstanding any other provision of this Service Exhibit, if,
        within the designated thirty (30) day period, Customer does not provide written
        notice to XO of its election to
  XO
        CONFIDENTIAL.
 9
   transition
        the affected Services to another carrier, Customer shall be deemed to have
        waived its right to such election. Even if Customer elects to transition
        the
        affected Services to another carrier, Customer shall still be responsible
        for
        paying any and all Additional Charges billed to or remitted by XO up to and
        including the final transition date. The parties agree to cooperate on the
        scheduling of any such transition.
 
 3.6
        Customer agrees that, if XO is subjected to an audit by a third party of
        Customer's traffic which is the subject of this Service Exhibit, Customer
        will
        cooperate in any such audit. Customer further agrees that it will protect,
        defend, indemnify and hold harmless XO, its subsidiaries, affiliates, officers,
        directors and employees from any and all costs resulting from such third
        party
        action.
 
 3.7 **CUSTOMER
        HEREBY REPRESENTS AND** WARRANTS **THAT** IT
        IS **NOT** RELYING **ON
        XO** IN **ANY** WAY **TO
        PROVIDE 911, E911 OR ANY OTHER EMERGENCY SERVICES ("911 SERVICES").** Customer
        warrants and represents that it assumes all liability for any and all 911
        SERVICES associated directly and indirectly with its services to its end-user
        customers or to any holder of a telephone numbers issued by XO pursuant to
        the
        Service Exhibit and this Addendum ("End-User"). Customer agrees that XO shall
        not incur any liability, direct or indirect, to any End-User who dials or
        attempts to dial the digits "9-1-1" or any other emergency services number
        or to
        any other person who may be affected by the dialing of the digits "9-1-1"
        or any
        other emergency services number. Customer hereby acknowledges and agrees
        that it
        is fully responsible for all costs and expenses associated with 911 SERVICES,
        including but not limited to any and all state and local authorities for
        the
        funding of 911 SERVICES,
        911 assessments, taxes and the like. Customer represents and warrants that
        it is
        responsible for all
        costs associated with any state or local 911-board assessments, existing
        now or
        at any time during the term of the Agreement and its renewal periods, including
        any assessment based on telephone numbers instead of access lines. Customer
        further represents and warrants that, anything herein to the contrary
        notwithstanding, it will not deliver any traffic whatsoever to XO for transport
        and termination in the local calling area of its end user customer(s), including
        but not limited to, 911 traffic. Customer shall include in an appropriate
        contract with its End-Users that relates to Services provided under this
        Service
        Exhibit a limitation of liability that (i) limits its own and XO's liability
        to
        any End-User of Customer for any error or omission in any directory listing
        to
        no more than the costs, if any, assessed to the End-User for directory listing
        services and (ii) provides that XO shall not incur any liability, direct
        or
        indirect, to any person who dials or attempts to dial the digits "9-1-1"
        or to
        any other person who may be affected by the dialing of the digits
        "9-1-1".
 
 3.8
        Customer is prohibited from intermingling traffic or for utilizing this service
        for anything other than enhanced services. Customer expressly agrees, represents
        and warrants that it will not use the Services to originate or terminate
        voice
        calls and/or bypass switched access or other applicable charges. Customer
        understands and agrees that this covenant and the provisions set out in Article
        11 of the Agreement (collectively, "Restrictions") are material and essential
        parts of this Agreement and that Customer's breach of any of the Restrictions
        constitutes a material default of this Agreement. XO reserves the right to
        terminate this Agreement and/or the Services provided hereunder for cause
        immediately upon written
        notice to Customer if XO determines in its sole discretion that Customer
        is
        using or plans to use the Services
        in a manner inconsistent with any of the Restrictions. Without limiting any
        other provision of this Agreement,
        Customer further agrees (i) to indemnify, defend and hold harmless XO and
        its
        Affiliates and all of their
        employees, directors, officers, and agents from and against all claims, demands,
        actions, causes of actions,
        damages, liabilities, losses, and expenses (including reasonable attorney's
        fees) incurred as a result of  Customer's
        breach of this covenant; and (ii) notwithstanding any other provision of
        this
        Agreement, damages for
        breach of this covenant shall not be capped or limited in any way. XO may
        audit
        customer's traffic to ensure that Customer is complying with Article 11,
        as well
        as with the prohibitions set forth above.
 
 4. **PRICING**
 
 4.1  For
        each
        Inter-Market Inbound PRI ordered, the following price elements may
        apply:
  ?? Terminating , Market Charges Per PRI: MRC and
        NRC charges associated with T-1 port at the XO Sonus switch site in the
        terminating market:
  XO
        CONFIDENTIAL
  10
  
 MRC
                  per T_1
              NRC
              Term$800
              $0
              1
                  year$750
              $0
              2
                  year$700
              $0
              3
                  year
  ?? Local
        loop facility: MRC and
        NRC charges for the physical connection between Customer location and the
        XO
        Sonus switch site.
 Note:
        The
        local loop charge does not apply if Customer is collocated with XO at the
        XO
        Sonus switch site.
 
 ?? Market
        Origination Charges: MRC and
        NRC charges associated with Customer selected markets as defined in section
        2.1.
   1)Originating
                  Per Market MRC (includes151100
                  DIDs, and up to five (5) XO rate Centers):MRC
                  per Market
              NRC
              Term$350
                $325
                $300
              $0
                $0
                $0
              1
                  year
                2
                  year
                3
                  year2)DID
                  Numbers (for > 100 DIDs), block of 20 DID numbers:MRC
                  per Block
              NRC
              Term$20
              $0
              1
                  year$20
              $0
              2
                  year$20
              $0
              3
                  year
 3)Additional
                  Per Rate Center MRC (for > 5 rate centers per Originating
                  Market):MRC
                  per Rate Center
              NRC
              Term$50
              $0
              1
                  year$40
              $0
              2
                  year$30
              $0
              3
                  year
  Inter-Market
        Inbound PRI Services are billed one (1) month in advance. The first month
        of
        each Inter-Market Inbound PRI ordered will be prorated for the number of
        days
        the PRI was in service for the month.
 
 **5.
        CANCELLATION CHARGES**
 
 5.1
        There
        will be no cancellation charge if a Circuit is cancelled within ten (10)
        days of
        Customer's Circuit
        order. If a Circuit is cancelled after the ten (10) day cancellation period
        set
        forth above but prior to the  Start
        of
        Service Date, Customer shall pay one month's recurring charges, plus any
        applicable service ordering  and
        installation charges. If a Circuit is cancelled after it has been activated,
        including cancellation of Services  under
        Section 2.4 of the Agreement, Customer is liable for all charges, which Customer
        agrees is reasonable, associated with the service ordering and installation as well as the first
        month
        recurring charges and for the monthly
        recurring charges for the remaining term of the Circuit order, unless such
        Circuit does not meet the specifications set forth herein. It is agreed that XO's damages in the event
        of
        Inter-Market Inbound PRI Service
        cancellation shall be difficult or impossible to ascertain. These provisions
        are
        intended, therefore, to establish liquidated damages in the event of cancellation and are not intended
        as a penalty.
  **6.0
        NUMBERING**
 
 6.1
        As a
        part of a PRI Service order, Customer may order additional blocks of numbers
        in
        addition to the minimum
        DID numbers provided in accordance with Section 3.1 above. Any and all numbers
        provided by XO shall be
        subject to the limitations set forth in this Section.
  **XO
        CONFIDENTIAL**
  11
 6.2
        To
        the extent Customer's request for any PRI Service involves XO obtaining numbers
        on Customer's behalf, XO will undertake a good faith effort to procure and
        provide the numbers requested, but XO does not and cannot guarantee that
        XO will
        be able to provide any or all numbers requested by Customer. Customer represents
        and agrees that it will comply with all applicable laws, rules, regulations
        orders and decrees, relative to any
        use of numbers by Customer. The assignment of any specific number to a
        Customer's Service will be made
        at
        the sole discretion of XO. Customer has no property right to any numbers
        associated with any Services furnished by XO. XO reserves the right to assign, designate or change numbers
        associated with the Services provided hereunder, including without limitation,
        the XO service Central Office prefixes associated with such numbers, when
        necessary due to technical issues or as required by any governmental authority,
        the North American Numbering Plan Administrator ("NANPA"), the Pooling
        Administrator ("PA") or other reasons required by law. XO may reclaim any
        numbers not assigned by Customer to its own End-Users when XO deems it necessary
        in the conduct of its business or as required by any governmental authority,
        NANPA, the PA or any other reason required by law. Customer agrees to fully
        cooperate with XO to effect any number changes required hereunder in the
        manner
        directed by XO, including without limitation, procuring and providing to
        XO
        additional numbering resources from NANPA or the PA, if and to the extent
        requested by XO. Without limiting any contrary terms in the Agreement or
        in any
        Tariff, XO shall have no liability to Customer or others associated with
        any
        number resource issues beyond XO's control.
 
 6.3
        On or
        before January 15 and July 15 of each year, Customer shall provide XO
        information (current as of
        December 3 1 " and June
        3 0 th ,
        respectively), regarding Customer's assignment of any numbers to a third
        party including, but not limited to a list of numbers that Customer has assigned
        to
        its own end-users, in the format and pursuant to the procedures set forth
        in
        Attachment 1 to this Service Exhibit (the "TN Report(s)"). XO may at other
        times
        request, and Customer shall provide within ten (10) calendar days of such
        request, TN Reports when such information is necessary to assist XO in obtaining
        additional numbering resources, or when requested by any governmental authority,
        NANPA or any PA. When circumstances allow, XO will use its commercially
        reasonable efforts to give Customer as much notice as possible of any need
        for a
        TN Report to be provided to XO.
 
 6.4
        In
        the event XO receives a valid request by a third party carrier for customer
        proprietary network information, including but not limited to customer service
        records, related to a number assigned by XO to Customer and/or Customer's
        End-Users, Customer hereby authorizes XO to provide any such information
        in XO's
        possession to the third party carrier. If XO does not have information
        sufficient to satisfy the request by the
        third
        party carrier, Customer hereby authorizes XO to instruct such third party
        carrier to contact Customer  directly
        and Customer shall provide any such information in its possession to the
        third
        party carrier consistent with
        industry standards. Furthermore, in the event XO receives from a third party
        carrier a port-out request related to a number assigned to Customer, XO shall
        port out such number in compliance with procedures set forth by the Federal
        Communications Commission.
 
 6.5
        The
        Parties will address the issue of Local Number Portability ("I_NP") on an
        individual case basis and agree to cooperate with one another in arriving
        at an
        appropriate solution to accommodate LNP issues, if any.
  XO
        CONFIDENTIAL
 12
  **7.0
        TERM**
  The
        term
        of this Service Exhibit shall be for two (2) years from the date of execution
        of
        this Exhibit, but each Service ordered pursuant to this Exhibit will carry
        its
        own term.
  **IN
        WITNESS WHEREOF,** the
        Parties have executed this Service Exhibit by representatives duly authorized
        as
        of the Effective Date set forth above.
  United
        American
        Corporation
  /s/
        Benoit Laliberte October 12,
        2004
 Customer
        Signature and Date
  **XO
        Communications, Inc.,**
 on
        behalf
        of its operating subsidiaries and affiliates
  XO
        Signature and Date
   XO **CONFIDENTIAL**
  13
 **GENERAL
        NONDISCLOSURE AGREEMENT** T
  This
        Nondisclosure Agreement (this "Agreement") is dated as of the 12 th  day
        of
        October, 2004 between **XO
        Communications, Inc. ("XO"),** a Delaware
        corporation, with offices located at 1 1 1 1 1 Sunset Hills Road,
        Reston, VA
        20190, and **United
        American Corporation,** a
        Nevada
        corporation, ("Company"), with offices located at 3199 E. Warm Springs Road,
        Suite 200, Las Vegas, NV 89120, (XO and Company sometimes are collectively
        referred to herein as the "Parties" and individually as a "Party").
 
 RECITALS
 
 XO
        and
        Company may disclose valuable proprietary information to each other relating
        to
        their respective operations and businesses providing telecommunications services
        only for the purpose of evaluating a business relationship regarding the
        procurement of telecommunications services culminating in the execution of
        a
        Carrier Services Agreement ("CSA") for the provisioning of dedicated transport
        services and/or performing other communications services during the term
        of the
        CSA (the "Project"). For purposes of this Agreement, the party disclosing
        confidential information hereunder is hereinafter referred to as the "Disclosing
        Party " and the
        party receiving confidential information hereunder is hereafter referred
        to as
        the "Receiving Party". In addition, other persons and entities, such as
        controlled affiliates of a Party, may (at the request of a Party) disclose
        valuable proprietary information to the other Party with respect to the
        Project.
 
 XO
        and
        the Company would like to protect the confidentiality of, maintain their
        respective rights in, and prevent the unauthorized use and disclosure of,
        such
        information.
 
 **AGREEMENT**
 
 XO
        and
        Company hereby agree as follows:
 
 I. **Confidential
        Information.** As
        used
        in this Agreement, "Confidential Information" means information not generally
        known to the public, and maintained by the Disclosing Party as confidential,
        whether of a technical, business or other nature that relates to the Project
        stated above or that, although not related to such Project, is nevertheless
        disclosed as a result of the Parties' discussions in that regard, and that
        should reasonably have been understood by the Receiving Party, because of
        (i)
        legends or other markings, (ii) the circumstances of disclosure or (iii)
        the
        nature of the information itself, to be proprietary and confidential to the
        Disclosing Party. Confidential Information may be disclosed in written or
        other
        tangible form (including information in computer software or held in electronic
        storage media) or by oral, visual or other means. For purposes of this
        Agreement, "Disclosing Party" includes controlled affiliates of a Party who
        disclose Confidential Information to the Receiving Party regarding the
        Project.
 
 **2.**  **Use
        of Confidential Information.** The
        Receiving Party, except as expressly provided in this Agreement, shall not
        disclose the Disclosing Party's Confidential Information to anyone without
        the
        Disclosing Party's prior written consent. The Receiving Party shall protect
        such
        Confidential Information from disclosure to others, using the same degree
        of
        care used to protect its own confidential or proprietary information of like
        importance, but in any case using no less than a reasonable degree of care.
        The
        Receiving Party shall not reverse-engineer, decompile, or disassemble any
        hardware or software provided or disclosed to it and shall not remove, overprint
        or deface any notice of copyright, trademark, logo, legend or other notice
        of
        ownership from any originals or copies of Confidential Information it obtains
        from the Disclosing Party. The Receiving Party shall not use Confidential
        Information for any purpose other than with respect to the Project.
 
 3.  Exceptions.
        The provisions of Section 2 shall not apply to any information that (i) is
        or
        becomes publicly available without breach of this Agreement; (ii) can be
        shown
        by documentation to have been known to the Receiving Party without
        confidentiality restrictions at the time of its receipt from the Disclosing
        Party; (iii) is rightfully received from a third Party who did not acquire
        or
        disclose such information by a wrongful or tortious act, or in breach of
        a
        confidentiality restriction; (iv) can be shown by documentation to have been
        independently developed by the Receiving Party without reference to any
        Confidential Information; or (v) is identified by the Disclosing Party as
        no
        longer proprietary or confidential.
 
 **4.**  **Receiving
        Party Personnel.** The
        Receiving Party shall restrict the possession, knowledge, development and
        use of
        Confidential Information to its employees, agents, subcontractors, consultants,
        advisors and entities controlled by it (collectively, "Personnel") who have
        a
        need to know Confidential Information in connection with the Project. The
        Receiving Party's Personnel shall have access only to the Confidential
        Information they need for such purposes. The Receiving Party shall ensure
        that
        its Personnel are bound
 by
        confidentiality obligations substantially similar to those contained herein
        and
        that such Personnel comply with this Agreement.
  5.  Disclosures to **Governmental
        Entities.** If,
        in
        the opinion of its counsel, the Receiving Party becomes legally obligated
        to
        disclose Confidential Information, the Receiving Party shall give the Disclosing
        Party prompt written notice sufficient to allow the Disclosing Party to seek
        a
        protective order or other appropriate remedy, and shall, to the extent
        practicable, consult with Disclosing Party in an attempt to agree on the
        form,
        content, and timing of such disclosure. The Receiving Party shall disclose
        only
        such information as is required, in the opinion of its counsel, and shall
        exercise all reasonable efforts to obtain confidential treatment for any
        Confidential Information that is so disclosed..
  **6.**  **Ownership of Confidential Information.** All
        Confidential Information disclosed under this Agreement (including information
        in computer software or held in electronic storage media) shall remain the
        exclusive property of the Disclosing Party, and the Receiving Party shall
        have
        no rights, by license or otherwise, to use the Confidential Information except
        as expressly provided herein. No patent, copyright, trademark or other
        proprietary right is licensed, granted or otherwise conveyed by this Agreement
        with respect to Confidential or other information.
  7.  No
        Warranty or Obligation to Proceed. No warranties of any kind are given by
        either
        Party with respect to the accuracy, appropriateness or completeness of
        information provided to the other. The Parties agree that, unless and until
        a
        definitive written agreement with respect to any transaction relating to
        disclosures under this Agreement is completed, neither Party shall be under
        any
        legal obligation of any kind whatsoever with respect to such a transaction
        by
        virtue of this Agreement or any written or oral expression with respect to
        such
        a transaction by any of their respective directors, officers, employees,
        agents,
        representatives or advisors thereof, except, in the case of this Agreement,
        for
        the matters specifically agreed to herein,
  **8.**  **Return of Confidential Information.** The
        Receiving Party promptly shall return or destroy upon request, and verify
        in
        writing the completeness of the Confidential Information returned or the
        destruction of, all tangible material embodying Confidential Information
        (in any
        form and including, without limitation, all summaries, copies and excerpts
        of
        Confidential Information and all electronic media or records containing or
        derived from Confidential Information) upon the earlier of (i) the completion
        or
        termination of the dealings between the Disclosing Party and the Receiving
        Party, and (ii) the Disclosing Party's written request. Upon request by the
        Disclosing Party, the Receiving Party shall provide a written certificate
        of
        such destruction signed by an officer of the Receiving Party. The
        confidentiality obligations set forth in Section 2 above shall survive any
        such
        return or destruction of Confidential Information.
  9.  Export
        Control. The Receiving Party acknowledges that the Confidential Information
        governed by this Agreement is subject to US. export laws and regulations
        and
        that any use or transfer of the Confidential Information or products
        incorporating the Confidential Information must be authorized under those
        laws
        and regulations. The Receiving Party agrees that it shall not use, distribute,
        transfer or transmit directly or indirectly the Confidential Information
        or any
        immediate product (including processes and services) produced directly by
        the
        use of such Confidential Information, except in compliance with U.S. export
        laws
        and regulations.
  **10.**  **Independent Development.** The
        Disclosing Party acknowledges that the Receiving Party may currently or in
        the
        future be developing information internally, or receiving information from
        other
        parties, that is similar to the Confidential Information. Accordingly, nothing
        in this Agreement shall be construed as a representation or agreement that
        the
        Receiving Party shall not develop, or have developed for it, products, concepts,
        systems or techniques that are similar to or compete with the products,
        concepts, systems or techniques contemplated by or embodied in the Confidential
        Information, provided that the Receiving Party does not violate any of its
        obligations under this Agreement in connection with such development. Nothing
        herein shall restrict either Party from pursuing any business opportunities
        provided it complies at all times with the non-disclosure obligations set
        forth
        herein.
  11.  Remedies. The Receiving Party acknowledges that Confidential Information
        is
        unique and valuable, and that disclosure or use of Confidential Information
        in
        violation of this Agreement could cause irreparable harm to the Disclosing
        Party
        for which monetary damages may be difficult to ascertain or be an inadequate
        remedy. Therefore, the Parties agree that in the event of a breach or threatened
        breach of confidentiality, the Disclosing Party may be entitled to specific
        performance and injunctive or other equitable relief
  14
  as
        a
        remedy for any such breach or anticipated breach without the necessity of
        posting a bond, Any such relief shall be in addition to and not in lieu of
        any
        appropriate relief in the way of monetary damages.
 
 12.  Limited
        Relationship. This Agreement shall not create a joint venture, partnership
        or
        other formal business relationship or entity of any kind, or an obligation
        to
        form any such relationship or entity. Each Party shall act as an independent
        contractor and not as an agent of the other Party for any purpose, and neither
        shall have the authority to bind the other.
 
 13.  Cumulative
        Obligations. Each Party's obligations hereunder are in addition to, and not
        exclusive of, any and all of its other obligations and duties to the other
        Party, whether express or implied, in fact or in law.
 
 14.  Assignment.
        This Agreement may not be assigned in whole or in part by any Party without
        the
        prior written consent of the other Party except that either Party may assign
        this Agreement without consent to any operating subsidiary or controlled
        affiliate of the assigning Party. Any such assignment without the other Party's
        prior written consent shall be void.
 
 15.  Scope;
        Termination. This Agreement shall become effective as of the date first written
        above and shall automatically terminate at the end of one (1) year thereafter
        or
        upon the completion or termination of the Parties' evaluation or pursuit
        of the
        Project, whichever is later. Notwithstanding such expiration or termination,
        all
        of Receiving Party's nondisclosure obligations pursuant to this Agreement
        shall
        survive with respect to any Confidential Information received prior to such
        expiration or termination.
 
 16.  Nonwaiver.
        Any failure by either Party to enforce the other Party's strict performance
        of
        any provision of this Agreement shall not constitute a waiver of its right
        to
        subsequently enforce such provision or any other provision of this
        Agreement,.
 
 **17.**  **Governing
        Law; Etc.** This
        Agreement shall be governed by the laws of the State of New York without
        regard
        to its choice of law provisions, and may be executed in as many counterparts
        as
        may be required, including facsimile, each of which when delivered is an
        original but all of which taken together constitute one and the same instrument
        and the facsimile execution pages will be binding upon the executing Party
        to
        the same extent as the original executed pages. If a provision of this Agreement
        is held invalid or unenforceable under any applicable law, such invalidity
        or
        unenforceability shall attach only to such provision or part thereof and
        the
        remaining part of such provision and all other provisions hereof shall continue
        in full force and effect. Further, all terms and conditions of this Agreement
        shall be deemed enforceable to the fullest extent permissible under applicable
        law, and when necessary, the court is requested to reform any and all terms
        or
        conditions to give them such effect.
 
 18.  Entire
        Agreement; Amendment. This Agreement constitutes the entire agreement between
        the Parties relating to the matters discussed herein and may be amended or
        modified only with the mutual written consent of the Parties. Electronic
        Mail
        shall in no way be considered a "writing" sufficient to change, modify, extend
        or otherwise affect the terms of the Agreement.
  **IN
        WITNESS WHEREOF,** the
        Parties have executed this Agreement on the date first written
        above.
  **XO
        Communications, Inc.**
 By:
 Printed
          Name:
 Title:
 Date:
 **United
        American Corporation**
  By:
          /s/Benoit Laliberte
 Printed
          Name: Benoit Laliberte
 Title:
          CEO
 Date:
          October 12, 2005
  XO
        CONFIDENTIAL
  15