0001355451-11-000042 Sample Contracts

AGREEMENT AND PLAN OF SHARE EXCHANGE
Agreement and Plan of Share Exchange • May 13th, 2011 • VGTel, Inc. • Services-business services, nec • New York

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), executed on February 24, 2011 (“Effective Date”) by and among VGTEL, INC. , a publicly-owned New York corporation, with a business address at 2 Ingrid Road, Setauket NY 11733 (“VGTL”), and VENTURE INDUSTRIES, INC., a Nevada corporation, with a business address at c/o Hiscock & Barclay, 7 Times Square 44th Floor, New York, New York 10036 (“VII”). VGTL and VII are sometimes hereinafter collectively referred to as the “P(p)arties” and individually as a “P(p)arty”.

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CANCELLATION AGREEMENT
Cancellation Agreement • May 13th, 2011 • VGTel, Inc. • Services-business services, nec

This CANCELLATION AGREEMENT (this “Agreement”), dated February 24, 2011 (the “Effective Date”), by and among, VGTEL, INC. (the “ Company” and/or “VGTL”) a New York Corporation, and JOSEPH INDOVINA (the “Canceling Party”). VGTL/Company and Canceling Party are also hereinafter individually and jointly referred to as “P(p)arty” and/or “P(p)arties”.

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