0001266068-05-000031 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 16th, 2005 • Victory Capital Holdings Corp • Services-miscellaneous business services • California

This Share Exchange Agreement (this “Agreement”) effective March 8, 2005, by and among Victory Capital Holdings Corporation, a Nevada corporation (“VTYC” or the “Company”) Victory Communication Services Inc. (“VCSI”), a wholly-owned subsidiary of VTYC, Union Media News Corporation, (UMN), a Nevada corporation, Jim Boardman, as an individual (referred to as “Boardman”) and as the sole shareholder of UMN (referred to as the “UMN Shareholder”). VTYC, VCSI, UMN, Boardman and the UMN Shareholder are sometimes collectively referred to as the “Parties”.

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