0001266068-05-000020 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 2nd, 2005 • Victory Capital Holdings Corp • Services-miscellaneous business services • California

This Share Exchange Agreement (this “Agreement”) effective February 21, 2005, by and among Victory Capital Holdings Corporation, a Nevada corporation ( “VTYC” or the “Company”) and, Universal Power Vehicles ("UPV"), and Howard Foote as the sole shareholder of UPV (referred to as the “UPV Shareholder”). VTYC, UPV and the UPV Shareholder are sometimes collectively referred to as the “Parties”.

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