**OSK
      CAPITAL II**





Attention:
      George Metrakos


United
      American Corp.


1080
      Beaver Hall, 15 th floor


Montréal,
      Qc


H2Z
      1S8





**Re:**
            **Proposed
                Exchange of Shares of OSK CAPITAL II
                ("OSC"), a Nevada corporation for one hundred percent (100%) of the
                outstanding shares of TELIPHONE Inc. (“TEL”), a Canadian
                corporation.**





Dear
      Mr.
      Metrakos,





This
      letter will confirm the recent discussions we have had with you and your
      representatives relative to the proposed exchange of shares of the common stock
      of (OSC) for all of the issued and outstanding stock of (TEL). The objective
      of
      our discussions has been the execution and consummation, as soon as feasible,
      of
      a formal agreement between (OSC) and (TEL) (the “Agreement and Plan of
      Reorganization”), which among other things, would provide for the various
      matters set forth below:





1.  Just
      prior to the Closing of this transaction, (OSC) will have approximately
      3,416,000 shares issued and outstanding (“float”),





2.  (OSC)
      will acquire all of the issued and outstanding stock of (TEL) from UNITED
      AMERICAN CORP in exchange for 20,000,000 restricted shares of common stock
      of
      (OSC) ("(OSC)” Common Stock"), which will be delivered upon the closing of this
      transaction (the "Closing Date"). And Finkelstein Capital Inc. and or its
      nominee will receive 1,200,000 restricted shares of common stock of (OSC)
      ("(OSC)” Common Stock") as its corporate advisor fee in this transaction. This
      exchange is intended to qualify as a tax-free reorganization under Section
      368
      of the Internal Revenue Code of 1986, as amended, and the shares of (OSC)
      received by (TEL)’ shareholders will be received on a tax-free basis. The shares
      to be issued by (OSC) will be "restricted securities" as defined in Rule 144
      under the Securities Act of 1933, and an appropriate legend will be placed
      on
      the certificates representing such shares.





3.  (TEL)
      will pay a $US 10,000 non-refundable advance legal fee financed by Finkelstein
      Capital Inc. to Finkelstein Capital Inc. or Joseph Emas Attorney as
      consideration for the legal services to be rendered and which have been rendered
      for preparation of this letter of intent, the Agreement and Plan of
      Reorganization, the bridge loan security agreement and the Representations
      and
      Warranties Agreement and all other documents in connection with each of the
      foregoing.





4.  The
      parties will use their best efforts to sign the Agreement and Plan of
      Reorganiztion for this transaction on or before April 11, 2005, and to close
      this transaction on or before April 14, 2005.










5.  Two
      weeks
      after the Closing, the present (OSC) officers and directors shall deliver to
      (TEL) their respective letters of resignation, along with minutes of the (OSC)
      Board of Directors accepting such resignations and appointing to the (OSC)
      Board
      those persons designated by (TEL) to be directors of (OSC).





6.  Prior
      to
      Closing, (TEL) will provide an unaudited balance sheet and income statement
      for
      the period ended on a date within ninety (90) days of the Closing, and (TEL)
      will provide a letter from its auditors in which the auditors state that they
      will be able to complete (TEL)'s audits for filing, as required by the
      Securities and Exchange Commission, within 75 days after the
      Closing.





7.  On
      the
      date of this Letter of Intent, the common stock of (OSC) is registered with
      the
      Securities and Exchange Commission pursuant to Section 12(g) of the Securities
      Exchange Act of 1934, as amended, (the "Act"), and (OSC) has begun the process
      to file all reports required to be filed by Section 13(g) of the Act and will
      be
      current with its filing by closing . These reports were, will be, when filed,
      accurate, not misleading and complete in all material
      respects.


8.  The
      common stock of (OSC) is not currently listed for trading on the NASD
      OTCBB.





9.  (TEL)
      will agree that there will be no reverse splits of (OSC)'s common stock for
      two
      calendar years following the date of Closing, without the written consent of
      Finkelstein Capital Inc.





10.  (TEL)
      will take all necessary steps to call a meeting of their directors as soon
      as
      possible to approve the terms of this Letter of Intent, and once approved by
      their boards, (TEL) will take all necessary steps to obtain the required
      shareholder approval.





11.  This
      Letter of Intent may be executed in two or more counterparts, each of which
      shall be deemed an original but all of which together shall constitute one
      and
      the same instrument.





12.  Each
      party will pay its legal expenses incurred in connection with this transaction
      whether or not the transaction is consummated, except that (TEL) has agreed
      to
      pay the amount described in Paragraph 3 above (and no more) for the matters
      described therein and the parties shall share in the cost of the preparation
      and
      mailing of the Proxy Statement to (OSC)’s shareholders. This cost is estimated
      to be approximately $10,000 USD with (TEL)’s portion financed by Finkelstein
      Capital Inc.





13.  This
      Letter of Intent may be immediately terminated by written notice by either
      party
      under the following conditions: (a) (OSC) or (TEL) has made any material
      misrepresentations in public disclosure documents or documents provided (OSC)
      or
      (TEL), as part of the due diligence process, (b) either party is unable to
      meet
      all regulatory agency requirements, including but not limited to, the Securities
      and Exchange Commission, and the NASD, (c) failure of either party to make
      available in a timely manner, documents needed to complete the due diligence
      process.





14.  Upon
      execution of this Letter of Intent and until the definitive Agreement and Plan
      of Reorganization is signed, or April 14, 2005, whichever comes first, neither
      (OSC) or


2


(TEL)
      shall directly or indirectly solicit or entertain
      offers from, or negotiate with any other person or entity relating to a
      transaction similar to the transaction contemplated in this Letter of Intent.
      In
      the event that the Agreement and Plan of Reorganization has not been entered
      into by April 30, 2005, and the parties have not agreed in writing to extend
      that date in writing, either party shall have the right to terminate this Letter
      of Intent by written notice to the other party.


15.
      This
      Letter of Intent shall be governed by, and construed in accordance with, the
      laws of the state of Florida, without regard to principles of conflicts of
      law.





16.  It
      is
      understood that the terms set forth in this Letter may not constitute all of
      the
      major terms which will be included in the Agreement and Plan of Reorganization,
      that the terms set forth herein are subject to further discussion and
      negotiation and due diligence on the part of both parties hereto, and that
      this
      Letter is an expression of intent only and is not to create or result in any
      legally binding obligation upon the parties hereto except with respect to
      paragraphs 12, 13, 14 and 15.








If
      the
      foregoing accurately reflects our discussions, please execute and return to
      the
      undersigned one copy of this Letter.




**OSK
                  CAPITAL II INC.**
              **UNITED
                  AMERICAN CORP Inc.**
                **And
                  TELIPHONE INC.**By:/s/
                  Francis Mailhot, CEO
                Per:
                  Francis Mailhot, CEO
              By:
                  /s/ George Metrakos
                George
                  Metrakos, CEO