United American Corp. (UAMA)

[Chelski]

We get 5 mil $ for 100 mil shares of UAMA and then we buy 20 mil shares of Teliphone at .25 cent a share = 5 mil $

Sale of Assets and Liabilities . Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the NYTEX shall sell all Assets and Liabilities of the NYTEX operation as outlined in Appendix A to Teliphone, and the Teliphone shall purchase the assets and liabilities from NYTEX for a purchase price of US$ five million dollars (US$5,000,000) payable by twenty million (20,000,000) Teliphone Corp common shares. (the “ Purchase Price ”) at a cost basis of US$ 0.25 per share.

At time of closing, Teliphone agrees to issue instructions to its transfer agent to record the issue of shares to NYTEX with delivery of such shares to take place within 60 days of the closing.