8-K UM Acquisition Ex 10.1 Agreement




Exhibit
10.1




SHARE
EXCHANGE AGREEMENT




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”.

 

Introduction. VTYC is
a publicly held corporation in the business of promoting telephony-based
products to large user groups. UMN is a privately held corporation in the
business of marketing to large user groups of telephony products. VTYC, UMN and
the UMN Shareholder have determined that it is in their respective best
interests, pursuant to the terms of this Agreement: (i) to have UMN become a
wholly owed subsidiary of VTYC; and (ii) to have the UMN Shareholder acquire
twenty percent (20%) of the outstanding shares of Victory Communication Services
Inc. (“VCSI”), a wholly-owned subsidiary of VTYC. 




Article
I. Plan
Of Reorganization.

 

1.1 Reorganization
Events. At the Closing, the following transactions will occur as part of the
reorganization provided for by this Agreement (such events being referred to as
the “Reorganization” or the “Reorganization Events”):




a. The UMN
Shareholder will transfer and assign to VTYC, a total of 100% of the common
stock of UMN (the “UMN Shares”), free and clear of all liens, charges or other
encumbrances (“Liens”), representing one hundred percent (100%) of the capital
of UMN;




b. VTYC will
transfer to the UMN Shareholder a total of 20% of common stock of VCSI (the
“VCSI Shares”), which VCSI Shares will be free and clear of all Liens and
allocated among the UMN Shareholder. Specific allocation to the individual UMN
Shareholder shall be supplied at closing as Exhibit C to this
agreement.




c. It is
acknowledged that none of the UMN Shares or VCSI Shares will be registered
 under the
United States Securities Act of 1933, as amended (the “Securities Act”), and any
 certificates
representing such UMN Shares and VCSI Shares will contain a legend restricting
 the
distribution, resale, transfer, pledge, hypothecation or other disposition of
the securities  unless
and until such securities are registered under the Securities Act or an opinion
of  qualified
counsel is received that registration is not required under the Securities
Act).




d. As a
result of the actions provided in this §1.1 UMN will become a wholly owned
 subsidiary
of VTYC. 




e. The UMN
Shares and the VCSI Shares are to be issued pursuant to section 4(2) of the
Securities Act or any available exemption from federal registration.





f. After the
Closing, the management of VTYC, VCSI, and UMN will agree on specific
performance goals for UMN which will result in VTYC management using their best
efforts to effect a spin-out of UMN to the shareholders of VTYC and UMN with the
management of UMN retaining eighty-five percent (85%) of the issued and
outstanding shares of UMN which can be used to raise money and or honor existing
or future employment agreements. Upon the successful completion of such spin
out, VTYC and VCSI management will continue to cooperate with the management of
UMN to establish UMN as a reporting company under SEC regulations, trading on
either the OTC Bulletin Board or the NASDAQ Small Cap Market.




g. After the
spin out, as provided for in the previous paragraph, UMN and VTYC will cooperate
in various joint ventures (the “Joint Ventures”) on terms to be agreed upon at
such times as the Joint Ventures are commenced to share resources and revenues
for projects related to their respective businesses. As additional consideration
for this Agreement, during the time before any such Joint Ventures are launched,
whether before or after such spin out, UMN will pay to VTYC the greater of (i)
fifteen percent (15%) of UMN’s net revenues, as shown on the financial
statements of UMN prepared in accordance with GAAP, or (ii) ten thousand dollars
($10,000.00) per month starting at the third month after the formation of any
such joint ventures. At such time the Joint Ventures are established and income
is realized to VTYC in excess of fifteen percent (15%) of the net revenues of
UMN, the fifteen percent (15%) payment to VTYC will no longer
apply.




h. After the
Closing, VTYC will use its best efforts to assist UMN in obtaining financing of
a minimum of three hundred thousand dollars ($300,000.00) within sixty (60) days
from the Closing, and thereafter such other funds as UMN requires for its
operation.. As additional consideration for this Agreement, UMN agrees to allow
VTYC borrow on terms to be agreed upon at such time up to ten percent (10%) of
any such funds obtained for UMN with the direct or indirect assistance of
VTYC.




i. If
VTYC does not obtain the minimum of three hundred thousand dollars ($300,000.00)
in financing within sixty (60) days from the Closing, (i) UMN will return the
VCSI stock it received from VCSI to VCSI, (ii) VTYC will return the UMN stock it
received from UMN and /or the UNM Shareholder to the Party from who it was
received, (iii) all funds provided to UNM by VTYC will be repaid to VTYC, and
(iv) any obligations between the parties based solely on the terms of this
Agreement, including any obligations of UMN to share revenue with VTYC will
immediately terminate. However, if UNM is unable to immediately repay to VTYC
all funds provided by VTYC to UNM, then, in lieu of such payment, VTYC may elect
to retain fifteen percent (15%) of the stock it had received from UNM. This
paragraph is not intended to modify the terms of any joint venture which may
have been entered into between the Parties, or any of them.




j. If,
having obtained the financing set forth in the previous paragraph, VTYC does not
complete the spin out of UMN within one year of the Closing, (i) UMN will return
the VCSI stock it received from VCSI to VCSI, (ii) VTYC will return the UMN
stock it received from UMN and /or the UNM Shareholder to the Party from who it
was received, (iii) all funds provided to UNM by VTYC will be repaid to VTYC,
and (iv) any obligations between the parties based solely on the terms of this
Agreement, including any obligations of UMN to share revenue with VTYC will
immediately terminate. However, if UNM is unable to immediately repay to VTYC
all funds provided by VTYC to UNM, then, in lieu of such payment, VTYC may elect
to retain fifteen percent (15%) of the stock it had received from UNM. This
paragraph is not intended to modify the terms of any joint venture which may
have been entered into between the Parties, or any of them.




k. Until
either (i) the spin out as described above is effective, after which the Board
of Directors will be elected by the shareholders, and the officers will be
appointed by such Board of Directors; or (ii) either of the events described in
the immediately preceding paragraphs 1.1.i. or 1.1.j. occurs and the UMN stock
is returned to the UMN shareholder as specified in the foregoing paragraphs
1.1.i. or 1.1.j., UNM will retain its existing Board of Directors, officers and
management positions. However, VTYC will be allowed to name two (2) additional
directors to be on the Board of Directors of UNM during the period just
described, which directors will resign upon the occurrence of either event
identified in the foregoing paragraphs 1.1.i or 1.1.j.




Article
II. The
Closing




2.1 The
Closing of the Reorganization (the “Closing”) will take place at such time and
place as the parties may mutually agree. The Closing will be complete only when
all of the deliverables set forth in the following sub-sections have been
delivered. Should the Closing not be completed, this Agreement will be
terminated with no liabilities either under this Agreement or related to such
termination accruing to any of the Parties.




2.2 At the
Closing, UMN will deliver to VTYC:




a. Transfer
Powers for the UMN Shares, assigning to VTYC all right, title
and interest
in the UMN Shares, representing one hundred percent (100%) of the
UMN Shares
then outstanding; 




b. a
certificate from the UMN and the UMN Shareholder, certifying that
the representations
and warranties made by them in Article 3 are true and correct
and that
there has been no material adverse changes in financial condition of UMN
since December
31, 2004;




c. a Good
Standing Certificate for UMN from the State of Nevada;




d. a
certificate signed by an officer of UMN evidencing that:




i. UMN is
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada; 




ii. UMN is
authorized to carry on their businesses as now being conducted;




iii. This
Agreement has been duly authorized, executed and delivered by UMN and
is a valid and binding obligation of UMN and enforceable in     accordance
with its terms;




iv. UMN,
through its Officers and Directors, has taken all actions necessary
to authorize
the execution, delivery and performance of this Agreement; and all    actions
necessary to be in compliance with all applicable law; and

 

          v. except as
referred to herein, UMN knows of no actions, suits, or other legal proceedings
or investigations pending or threatened against or relating to or materially
adversely affecting UMN; and no unsatisfied judgments against UMN;




e. a copy of
all of the corporate records of UMN and a certificate by an officer
of UMN that
such records are true and correct copies of all corporate records of
UMN;

 

f. such
other documents as counsel for VTYC shall reasonably request.




2.3 At the
Closing, VTYC will each deliver to UMN:




a. Transfer
Powers for the Shares, assigning to UMN all right, title and interest
in the VCSI
Shares;




b. a Good
Standing Certificate for VTYC and for VCSI from the State of
Nevada;




c. a
certificate signed by an officer of VTYC evidencing that:




i. VTYC is a
corporation duly organized, validly existing and in good
standing under the
laws of the state of Nevada;




ii. VTYC has
the corporate power to carry on its business as now being conducted;




iii. this
Agreement has been duly authorized, executed and delivered by
VTYC and is a
valid and binding obligation of VTYC and enforceable in accordance with its
  terms;




iv. VTYC,
through its Board of Directors, has taken all corporate action necessary
to authorize the execution, delivery and performance of this Agreement;
  and all
corporate action necessary to be in compliance with the
statutory requirements
of the state of Nevada;

 

        v. the
documents executed and delivered to UMN hereunder are valid
and binding
in accordance with their terms and vest in UMN all right title and interest in
  and to
the UMN Shares and said stock when issued shall be validly issued, fully
paid, and
non-assessable; and 




vi. except as
referred to herein, VTYC knows of no actions suit or other
legal proceedings
or investigations pending or threatened against or relating to or    materially
adversely affecting VTYC; and no unsatisfied judgments against
VTYC.; and




d. a
certificate signed by an officer of VCSI evidencing that:




i. VCSI is a
corporation duly organized, validly existing and in good
standing under the
laws of the state of Nevada;




ii. VCSI has
the corporate power to carry on its business as now being conducted;




iii. this
Agreement has been duly authorized, executed and delivered by
VCSI and is a
valid and binding obligation of VCSI and enforceable in accordance    with its
terms;




iv. VCSI,
through its Board of Directors, has taken all corporate action  necessary
to authorize the execution, delivery and performance of this Agreement;
  and all
corporate action necessary to be in compliance with the
statutory requirements
of the state of Nevada;

 

        v. the
documents executed and delivered to UMN hereunder are valid
and binding
in accordance with their terms and vest in UMN all right title and interest in
  and to
the UMN Shares and said stock when issued shall be validly issued, fully
paid, and
non-assessable; and 




vi. except as
referred to herein, VCSI knows of no actions suit or other
legal proceedings
or investigations pending or threatened against or relating to or    materially
adversely affecting VCSI; and no unsatisfied judgments against
VCSI.;  and







e. such
other documents as counsel for UMN shall reasonably request.




Article
III. Representations
and Warranties




3.1 UMN and
the UMN Shareholder hereby jointly and severally represent and warrant to VTYC
 that:





	 	
      a.
	
      Organization.
      UMN will be at the Closing incorporated in the state of Nevada. UMN will
      be at the Closing, a corporation duly organized, validly existing and in
      good standing under the laws of Nevada and has full corporate power and
      authority to consummate the transactions contemplated hereby. Prior to the
      consummation of the transactions contemplated hereby, UMN will be duly
      qualified and/or licensed to do business in each jurisdiction in which
      such qualification or licensing is
necessary.








	 	
      b.
	
      Shares.
      The authorized capital stock of UMN consists of 100% shares of common
      stock par value $0.001. No other shares of capital stock are authorized by
      the Articles of Incorporation of UMN. As of the Closing, the UMN Shares to
      be transferred to VTYC by the UMN Shareholder will constitute all duly and
      validly issued shares of UMN, and they shall be fully paid and
      nonassessable; and will be delivered free and clear of any liens or
      encumbrances. 








	 	
      c.
	
      Financial
      Statements. Attached hereto as EXHIBIT A are UMN’s unaudited financial
      statements as of and for the period ending December 31, 2004, including
      UMN’s balance sheet, statement of income (loss), and its statement of cash
      flows (the "Year End UMN Financial Statements"). The Year End UMN
      Financial Statements are all true and correct and prepared in conformity
      with Generally Accepted Accounting
Principles.




 


	 	
      d.
	
      Adverse
      Changes. From and after the date of the Year End UMN Financial Statements,
      through the Closing, there have not been and will not be any material
      adverse changes in the financial position of UMN as set forth in the Year
      End UMN Financial Statements.








	 	
      e.
	
      Litigation.
      UMN is not and as of the Closing will not be, to the best of its
      knowledge, involved in any pending litigation or governmental
      investigation or proceeding not reflected in the Year End UMN Financial
      Statements or otherwise disclosed in writing to VTYC and, to the knowledge
      of the UMN Shareholder, no litigation or governmental investigation or
      proceeding is threatened against UMN.








	 	
      f.
	
      No
      Violations. Neither the execution and delivery of this Agreement nor the
      consummation of the transactions contemplated hereby will: (i) violate any
      provision of the Articles of Incorporation or Bylaws of UMN; (ii) violate,
      conflict with or result in the breach or termination of or otherwise give
      any contracting party the right to terminate or constitute a default under
      the terms of any agreement or instrument to which UMN is a party or by
      which any of its property or assets may be bound; (iii) result in the
      creation of any lien, charge or encumbrance upon the properties or assets
      of UMN; or (iv) violate any judgment, order, injunction, decree or award
      against or binding upon UMN or upon its securities, property or
      business.







g. No
Undisclosed Liabilities. UMN has no liabilities not expressly disclosed in the
Year   End UMN
Financial Statements.





	 	
      h.
	
      Taxes.
      UMN has filed all Tax returns and forms that it has been required to file,
      and paid all taxes shown therein as owing. All such Tax returns were
      completed and filed in accordance with applicable law. UMN is not subject
      to or threatened with any action, suit, proceeding, investigation, audit
      or claim with respect to the payment of any Tax. UMN is not a party to any
      Tax allocation or sharing agreement with any party. As used herein, “Tax”
      or “Taxes” means any federal, state, local, or foreign income, gross
      receipts, franchise, estimated, alternative minimum, add-on minimum,
      sales, use, transfer, registration, value added, excise, natural
      resources, severance, stamp, occupation, premium, profit, customs, duties,
      real property, personal property, capital stock, intangibles, social
      security, employment, unemployment, disability, payroll, license,
      employee, or other tax, withholding tax, or levy, of any kind whatsoever,
      including any interest, penalties, or additions to tax in respect of the
      foregoing. 




 

      i.     ERISA.
UMN has no liability or contingent liability under any employee pension benefit
plans (“Pension Benefit Plans”) as defined in Section 3(2) of the Employment
Retirement Income Security Act of 1974, as amended (“ERISA”) or under any
Welfare Benefit Plans” as defined in Section 3(1) of ERISA or under any
multiemployer plan as defined in Section 3(37) of ERISA. UMN has no liability to
make any contributions under the terms of any Pension Benefit Plan. UMN is not
responsible for or liable in connection with any Welfare Benefit Plans, under
which any material claims for benefits are in dispute, or for  the
compliance as to any such Plan with any applicable requirements, if any, of
ERISA and  the
Internal Revenue Code, including but not limited to the requirements of the
Consolidated Omnibus Budget Reconciliation Act of 1985, to provide health care
continuation coverage (Section 4980B(f) of the Code).




j. Subsidiaries.
UMN currently has no subsidiaries. 




3.2. VTYC
represents and warrants as follows: 





	 	
      a.
	
      Organization.
      VTYC was formed in the state of Nevada on January 7, 1982. VTYC is, and as
      of the date of the Closing will be, a corporation duly organized, validly
      existing and in good standing under the laws of Nevada. VTYC has full
      power and authority to consummate the transactions contemplated hereby.
      Prior to the consummation of the transactions contemplated hereby, VTYC
      will be duly qualified and/or licensed to do business in each jurisdiction
      in which such qualification or licensing is
necessary.








	 	
      b.
	
      Shares.
      The authorized capital stock of VCSI consists of 100% shares of common
      stock par value $0.001. No other shares of capital stock are authorized by
      the Articles of Incorporation of VCSI. As of the Closing, the VCSI Shares
      to be transferred to UMN by VTYC will constitute twenty percent (20%) of
      the duly and validly issued shares of VCSI, and they shall be fully paid
      and nonassessable; and will be delivered free and clear of any liens or
      encumbrances.








	 	
      c.
	
      Necessary
      Action. VTYC has taken all necessary action to authorize the execution of
      this Agreement and the transactions contemplated
  hereunder.








	 	
      d.
	
      No
      Violations. Neither the execution and delivery of this Agreement nor the
      consummation of the transactions contemplated hereby: (i) will violate any
      provision of the Articles of Incorporation of VTYC; (ii) will violate,
      conflict with or result in breach or termination of or otherwise give any
      contracting party the right to terminate or constitute a default under the
      terms of any agreement or instrument to which VTYC is a party or by which
      any of its property or assets may be bound; (iii) will result in the
      creation of any lien, charge or encumbrance upon the properties or assets
      of VTYC; or (iv) will violate any judgment, order, injunction, decree or
      award against or binding upon VTYC, or upon its securities, property or
      business.








	 	
      e.
	
      Financial
      Statements. Attached hereto as EXHIBIT B are VTYC’s and VCSI’s unaudited
      financial Statements as of and for the period ending December 31, 2004
      including its balance sheet, its statement of income (loss), and its
      statement of cash flows, (the "Year End VTYC Financial Statements. The
      Year End VTYC Financial Statements are all true and correct and prepared
      in conformity with Generally Accepted Accounting
    Principles.








	 	
      f.
	
      Material
      Adverse Changes. From and after December 31, 2004 there have not been, and
      prior to the Closing there will not be, any material adverse changes in
      the financial position of VTYC as set forth in the Year End VTYC Financial
      Statements except changes arising in the ordinary course of
      business.




 

      g.    Litigation.
VTYC is not, and as of the Closing will not be, involved in any pending
litigation not in the ordinary course of business or governmental
investigation or proceeding not disclosed in the Year End VTYC
Financial Statements, and to the knowledge of VTYC,  no
litigation or governmental investigation or proceeding beyond the ordinary
course of business is threatened against VTYC.




h.     No
Undisclosed Liabilities. VTYC has no liabilities not expressly disclosed in
the Year End
VTYC Financial Statements.





	 	
      i.
	
      Taxes.
      VTYC has filed all Tax returns and forms that it has been required to
      file, and paid all taxes shown therein as owing. All such Tax returns were
      completed and filed in accordance with applicable law. VTYC is not subject
      to or threatened with any action, suit, proceeding, investigation, audit
      or claim with respect to the payment of any Tax. VTYC is not a party to
      any Tax allocation or sharing agreement with any party.








	
      
	
      j.
	
      ERISA.
      VTYC has no liability or contingent liability under any employee pension
      benefit plans (“Pension Benefit Plans”) as defined in Section 3(2) of the
      Employment Retirement Income Security Act of 1974, as amended (“ERISA”) or
      under any Welfare Benefit Plans” as defined in Section 3(1) of ERISA or
      under any multiemployer plan as defined in Section 3(37) of ERISA. VTYC
      has no liability to make any contributions under the terms of any Pension
      Benefit Plan. VTYC is not responsible for or liable in connection with any
      Welfare Benefit Plans, under which any material claims for benefits are in
      dispute, or for the compliance as to any such Plan with any applicable
      requirements, if any, of ERISA and the Internal Revenue Code, including
      but not limited to the requirements of the Consolidated Omnibus Budget
      Reconciliation Act of 1985, to provide health care continuation coverage
      (Section 4980B(f) of the Code).







k.     Subsidiaries.
VTYC currently has the following wholly owned subsidiaries:
VEI, Victory
Energy, Inc., VII, Victory Industrial, Inc., and VCSI, Victory Communications
                    
Services, Inc.




3.3. VCSI
represents and warrants as follows: 





	 	
      a.
	
      Organization.
      VCSI was formed in the state of Nevada. VCSI is, and as of the date of the
      Closing will be, a corporation duly organized, validly existing and in
      good standing under the laws of Nevada. VCSI has full power and authority
      to consummate the transactions contemplated hereby. Prior to the
      consummation of the transactions contemplated hereby, VCSI will be duly
      qualified and/or licensed to do business in each jurisdiction in which
      such qualification or licensing is
necessary.








	 	
      b.
	
      Shares.
      The authorized capital stock of VCSI consists of 100% shares of common
      stock par value $0.001. No other shares of capital stock are authorized by
      the Articles of Incorporation of VCSI. As of the Closing, the VCSI Shares
      to be transferred to UMN by VTYC will constitute twenty percent (20%) of
      the duly and validly issued shares of VCSI, and they shall be fully paid
      and nonassessable; and will be delivered free and clear of any liens or
      encumbrances.








	 	
      c.
	
      Necessary
      Action. VCSI has taken all necessary action to authorize the execution of
      this Agreement and the transactions contemplated
  hereunder.








	 	
      d.
	
      No
      Violations. Neither the execution and delivery of this Agreement nor the
      consummation of the transactions contemplated hereby: (i) will violate any
      provision of the Articles of Incorporation of VCSI; (ii) will violate,
      conflict with or result in breach or termination of or otherwise give any
      contracting party the right to terminate or constitute a default under the
      terms of any agreement or instrument to which VCSI is a party or by which
      any of its property or assets may be bound; (iii) will result in the
      creation of any lien, charge or encumbrance upon the properties or assets
      of VCSI; or (iv) will violate any judgment, order, injunction, decree or
      award against or binding upon VCSI, or upon its securities, property or
      business.








	 	
      e.
	
      Financial
      Statements. Attached hereto as EXHIBIT C are VCSI’s unaudited financial
      Statements as of and for the period ending December 31, 2004 including its
      balance sheet, its statement of income (loss), and its statement of cash
      flows, (the "Year End VCSI Financial Statements. The Year End VCSI
      Financial Statements are all true and correct and prepared in conformity
      with Generally Accepted Accounting
Principles.








	 	
      f.
	
      Material
      Adverse Changes. From and after December 31, 2004 there have not been, and
      prior to the Closing there will not be, any material adverse changes in
      the financial position of VCSI as set forth in the Year End VCSI Financial
      Statements except changes arising in the ordinary course of
      business.








	 	
      g.
	
      Litigation.
      VCSI is not, and as of the Closing will not be, involved in any pending
      litigation not in the ordinary course of business or governmental
      investigation or proceeding not disclosed in the Year End VCSI Financial
      Statements, and to the knowledge of VCSI, no litigation or governmental
      investigation or proceeding beyond the ordinary course of business is
      threatened against VCSI.







h. No
Undisclosed Liabilities. VCSI has no liabilities not expressly disclosed in the
   Year End
VCSI Financial Statements.





	 	
      i.
	
      Taxes.
      VCSI has filed all Tax returns and forms that it has been required to
      file, and paid all taxes shown therein as owing. All such Tax returns were
      completed and filed in accordance with applicable law. VCSI is not subject
      to or threatened with any action, suit, proceeding, investigation, audit
      or claim with respect to the payment of any Tax. VCSI is not a party to
      any Tax allocation or sharing agreement with any party.








	
      
	
      j.
	
      ERISA.
      VCSI has no liability or contingent liability under any employee pension
      benefit plans (“Pension Benefit Plans”) as defined in Section 3(2) of the
      Employment Retirement Income Security Act of 1974, as amended (“ERISA”) or
      under any Welfare Benefit Plans” as defined in Section 3(1) of ERISA or
      under any multiemployer plan as defined in Section 3(37) of ERISA. VCSI
      has no liability to make any contributions under the terms of any Pension
      Benefit Plan. VCSI is not responsible for or liable in connection with any
      Welfare Benefit Plans, under which any material claims for benefits are in
      dispute, or for the compliance as to any such Plan with any applicable
      requirements, if any, of ERISA and the Internal Revenue Code, including
      but not limited to the requirements of the Consolidated Omnibus Budget
      Reconciliation Act of 1985, to provide health care continuation coverage
      (Section 4980B(f) of the Code).










Article
IV Conditions
Precedent To Closing




4.1 All
obligations of UMN and the UMN Shareholder under this Agreement are subject to
the fulfillment prior to or as of the Closing date of each of the following
conditions:





	 	
      a.
	
      Representations
      and Warranties. The representations and warranties by VTYC contained in
      this Agreement or in any certificate or document delivered to UMN pursuant
      to the provisions hereof shall be true at and as of the time the Closing
      as though such representations and warranties were made at and as of such
      time.








	 	
      b.
	
      Covenants.
      VTYC shall have performed and complied with all covenants, agreements, and
      conditions required by this Agreement to be performed or complied with by
      it prior to or at the Closing.







c. Receipt
of Documents. UMN shall have received all of the documents to be    delivered
to UMN hereunder.










4.2 All
obligations of VTYC and VCSI under this Agreement are subject to the Completion
by UMN, prior to or as of the Closing date of each of the following
conditions:





	 	
      a.
	
      Representations.
      The representations and warranties by UMN contained in this Agreement in
      any certificate or document delivered to VTYC pursuant to the provisions
      hereof shall be true at and as of the time of the Closing as though such
      representations and warranties were made at and as of such
      time.






b. Receipt
of Documents. VTYC shall have received all of the documents to be    delivered
to VTYC hereunder.





	 	
      c.
	
      Covenants.
      UMN and the UMN Shareholder shall have performed and complied with all
      covenants, agreements, and conditions required by this Agreement to be
      performed or complied with by them prior to or at the
    Closing.







Article
V Covenants




5.1 Prior to
the Closing, UMN, VCSI, and VTYC agree not to do any of the following acts prior
to the Closing, and the UMN Shareholder agree that prior to the Closing they
will not request or permit UMN to do any of the following acts:

 

    a. declare
or pay any dividends or other distributions on its stock or purchase or
redeem any of
its stock;

    

    b. engage in
any business or incur any liabilities except in the normal course
of business
or for the normal accrual of franchise taxes. 




Article
VI Publicity




6.1 Each
Party hereto agrees not to issue any press release or make any public statement
(except as required by law) with respect to the transactions contemplated hereby
without the consent of the other party. Each Party hereto agrees to keep
confidential all information provided them by any other Party hereto.





Article
VII  Indemnification

 

7.1 UMN and
the UMN Shareholder agree to jointly and severally indemnify, defend and hold
harmless VTYC and its respective, officers, employees, shareholders and any
Affiliates of the foregoing, and their successors and assigns (collectively, the
"VTYC Group") from and against any and all losses, liabilities (including
punitive or exemplary damages and fines or penalties and any interest thereon),
expenses (including reasonable fees and disbursements of counsel and expenses of
investigation and defense), claims, Liens or other obligations of any nature
whatsoever suffered or incurred by the VTYC Group which, directly or indirectly,
arise out of, result from or relate to, (i) any inaccuracy in or any breach of
any representation or warranty of UMN or the UMN Shareholder, or (ii) any breach
of any covenant or agreement of UMN or the UMN Shareholder contained in this
Agreement.




7.2 VTYC
agrees to indemnify, defend and hold harmless UMN and the UMN Shareholder and
their respective, officers, employees, shareholders and any Affiliates of the
foregoing, and their successors and assigns (the " UMN Group") from and against
any and all losses, liabilities (including punitive or exemplary damages and
fines or penalties and any interest thereon), expenses (including reasonable
fees and disbursements of counsel and expenses of investigation and defense),
claims, Liens or other obligations of any nature whatsoever suffered or incurred
by the UMN Group which, directly or indirectly, arise out of, result from or
relate to (i) any inaccuracy in or any breach of any representation or warranty
of VTYC contained in this Agreement, or (ii) any breach of any covenant or
agreement of VTYC contained in this Agreement.




7.3 Method of
Asserting Claims. The party making a claim under this Article 7 is referred to
as the "Indemnified Party" and the party against whom such claims are asserted
under this Article 7 is referred to as the "Indemnifying Party". All claims by
any Indemnified Party under this Article 7 shall be asserted and resolved as
follows:




(a) In the
event that any claim or demand for which an Indemnifying Party would be liable
to an Indemnified Party hereunder is asserted against or sought to be collected
from such Indemnified Party by a third party, said Indemnified Party shall
within fifteen (15) days notify in writing the Indemnifying Party of such claim
or demand, specifying the nature of the specific basis for such claim or demand,
and the amount or the estimated amount thereof to the extent then feasible
(which estimate shall not be conclusive of the final amount of such claim and
demand; any such notice, being the "Claim Notice"); provided, however, that any
failure to give such Claim Notice will not be deemed a waiver of any rights of
the Indemnified Party except to the extent the rights of the Indemnifying Party
are actually prejudiced or harmed. The Indemnifying Party may elect to assume
the defense of any such claim or demand by delivering written notice to the
Indemnified Party of such election. Any Indemnified Party is hereby authorized
prior to the date on which it receives written notice from the Indemnifying
Party assuming such defense, to retain counsel, whose reasonable fees and
expenses shall be at the expense of the Indemnifying Party, to file any motion,
answer or other pleading and take such other action which it reasonably shall
deem necessary to protect its interests or those of the Indemnifying Party until
the date on which the Indemnified Party receives such notice from the
Indemnifying Party. After the Indemnifying Party shall assume such defense, the
Indemnified Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless the named parties of any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified Party and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. The Indemnifying Party
shall not, in connection with any proceedings or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
such firm for the Indemnified Party (except to the extent the Indemnified Party
retained counsel to protect its (or the Indemnifying Party's) rights prior to
the selection of counsel by the Indemnifying Party). The Indemnified Party
agrees to cooperate reasonably with the Indemnifying Party and its counsel in
contesting any claim or demand, which the Indemnifying Party defends. No claim
or demand may be settled by an Indemnifying Party or, where permitted pursuant
to this Agreement, by an Indemnified Party without the consent of the
Indemnified Party in the first case or the consent of the Indemnifying Party in
the second case, which consent shall not be unreasonably withheld, unless such
settlement shall be accompanied by a complete release of the Indemnified Party
in the first case or the Indemnifying Party in the second case.




(b) In the
event any Indemnified Party shall have a claim against any Indemnifying Party
 hereunder
which does not involve a claim or demand being asserted against or sought to be
 collected
from it by a third party, the Indemnified Party shall send a Claim Notice with
respect  to such
claim to the Indemnifying Party. If the Indemnifying Party does not dispute such
 claim
within thirty (30) days of receipt of the Claim Notice the amount of such claim
shall be  paid to
the Indemnified Party within forty-five (45) days of receipt of the Claim
Notice.



(c) So long
as any right to indemnification exists pursuant to this Article 7, the affected
parties each agree to retain all books, records, accounts, instruments and
documents reasonably related to the Claim Notice. In each instance, the
Indemnified Party shall have the right to be kept informed by the Indemnifying
Party and its legal counsel with respect to all significant matters relating to
any legal proceedings. Any information or documents made available to any party
hereunder, which information is designated as confidential by the party
providing such information and which is not otherwise generally available to the
public, or which information is not otherwise lawfully obtained from third
parties or not already within the knowledge of the party to whom the information
is provided (unless otherwise covered by the confidentiality provisions of any
other agreement among the parties hereto, or any of them), and except as may be
required by applicable law or requested by third party lenders to such party,
shall not be disclosed to any third Person (except for the representatives of
the party being provided with the information, in which event the party being
provided with the information shall request its representatives not to disclose
any such information which it otherwise required hereunder to be kept
confidential).




7.4 Time for
Asserting Claims. All claims for indemnification under this Article 7 must be
made within one (1) year from the Closing of this Agreement.




Article
VIII Nature
And Survival Of Representations.




8.1 All
representations, warranties and covenants made by any party in this Agreement
shall survive the closing hereunder for 13 months after the Closing. Each of the
parties hereto is executing and carrying out the provisions of this Agreement in
reliance solely on the representations, warranties and covenants and Agreements
contained in this Agreement or at the Closing of the transactions herein
provided for and not upon any investigation which it might have made or any
representations, warranty, Agreement, promise or information, written or oral,
made by the other party or any other person other than as specifically set forth
herein.




Article
IX Miscellaneous.




9.1 Entire
Agreement. This Agreement, including the exhibits, schedules, lists and other
documents and writings referred to herein or delivered pursuant hereto, which
form a part hereof, contains the entire agreement and understanding of the
Parties with respect to the matters herein set forth. All prior negotiations,
agreements and understandings between the Parties with respect to the subject
matter of this Agreement are merged herein and are superseded and cancelled by
this Agreement.




9.2 Notices.
Any notices which any of the Parties hereto may desire to serve upon any of the
Parties hereto shall be in writing and shall be conclusively deemed to have been
given when received if sent by reputable overnight delivery service such as
Federal Express or if sent by e-mail (with a copy sent by mail or by telefax) if
sent to the address(es) provided below (or such other address(es) of which any
party notifies the other parties from time to time):




if to
UMN:




Jim
Boardman

318 North
Carson Street

Suite
208

Carson
City, Nevada 89701



Telephone/Fax
800 900 9312

Email :
jbunionmedia@aol.com






if to
VTYC or VCSI:

Jon
Fullenkamp

27762
Antonio Parkway

Suite
L1-497

Ladera
Ranch, California 92694



e-mail:
jon@vtyc.com

Fax: 866
279 9257




with a
copy to:

Philip J.
Englund

3460
Corte Clarita

Carlsbad,
CA 92009

e-mail:
your.gc@adelphia.net

Fax:
760-753-7005




9.3 Successors.
This Agreement shall be binding upon and inure to the benefit of the heirs,
personal representatives and successors and assigns of parties.




9.4 Choice Of
Law. This Agreement shall be construed and enforced in accordance with the laws
of the State of California, without regard to its conflicts of law provisions.
The exclusive jurisdiction for any litigation arising out of or relating to this
Agreement shall be in the state and federal courts located in San Diego County
in the State of California.




9.5 Counterparts.
This Agreement may be signed in one or more counterparts all of which taken
together shall constitute an entire Agreement. Photocopies, facsimiles or .pdf
copies of signature pages shall be deemed sufficient to bind the Parties. The
Parties agree that they shall allow their counsel to fully cooperate with each
other to execute multiple copies of the various documents herein as need to
facilitate execution and exchange of this Agreement and the various other
agreements and Certificates provided for in this Agreement.




9.6 Further
Assurance. At any time, and from time to time, after the Closing, each Party
will execute such additional instruments and take such action as may be
reasonably requested by any other Party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the intent and purposes
of this Agreement.




9.7 Waiver.
Any failure on the part of any Party hereto to comply with any of its
obligations, Agreements or conditions hereunder may be waived in writing by the
Party to whom such compliance is owed.




9.8 Construction.
The Parties have participated jointly in the negotiation and drafting of this
Agreement. If an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the Parties and no
presumption or burden of proof will arise favoring or disfavoring any party
because of the authorship of any provision of this Agreement. Any reference to
any federal, state, local, or foreign law will be deemed also to refer to the
law as amended and all rules and regulations promulgated thereunder, unless the
context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and
words in the singular form will be construed to include the plural and vice
versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly
so limited. The Parties intend that each representation, warranty, and covenant
contained herein will have independent significance. If any Party has breached
any representation, warranty, or covenant contained herein in any respect, the
fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity) which
the Party has not breached will not detract from or mitigate the fact that the
Party is in breach of the first representation, warranty, or
covenant.




9.9 Headings
and Introduction. The headings used in this Agreement as well as the
Introduction section of this Agreement shall be deemed to be part of this
Agreement.




In
Witness Whereof, the Parties hereto have executed this Agreement as of the date
first above written.




 




Union
Media News Corporation, “UMN” by










_/s/
Jim Boardman______________________
Date__March
10, 2005_________________

Jim
Boardman

President
& CEO










Victory
Capital Holdings Corporation, “VTYC”, by









_/s/
Jon Fullenkamp____________________
Date____March
10, 2005_________________

Jon
Fullenkamp     

Chairman
& CEO













_/s/
Jim Boardman_____________________
Date _____March
10, 2005________________

Jim
Boardman, as the UNM Shareholder







Victory
Communication Services Inc., “VCSI”, by










_/s/
Jon Fullenkamp_____________________
Date ____March
10, 2005-_______________

Jon
Fullenkamp

Chairman
& CEO