EXHIBIT 10.7

                               EXCHANGE AGREEMENT

     This  Exchange  Agreement  (the  "Agreement")  dated  and  effective  as of
February  3,  2003,  is  by and between J&J Holdings, Inc., a Nevada corporation
("J&J"),  and  Kingdom  Ventures,  Inc.,  a  Nevada corporation (the "Company").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, the Company is indebted to J&J on the date hereof in the amount of
$246,777.65  pursuant  to  that  certain promissory note dated as of January 31,
2003  (the  "Promissory  Note");  and

     WHEREAS,  the  Company  is  authorized  by its Articles of Incorporation to
issue up to 10,000,000 shares of Preferred Stock with designations, limitations,
privileges and relative rights to be determined by a resolution of the Company's
Board  of  Directors;  and

     WHEREAS,  the  Company  has  established  the Series A Preferred Stock (the
"Series  A  Stock")  with the designations, limitations, privileges and relative
rights  set  forth  in  Exhibit  A attached  hereto;  and
                        ----------

     WHEREAS, J&J is desires to acquire shares of the Series A Stock in exchange
for  the  principal  and  accrued  interest  under  the  Promissory  Note;

     NOW,  THEREFORE,  the  parties  agree  as  follows:

                                    ARTICLE I
                                    EXCHANGE

     J&J  hereby  agrees  to  forgive and exchange $246,777.65, in indebtedness,
pursuant  to  the  Note,  and  the  Company  hereby agrees to issue and exchange
1,233,888  shares  of  the  Series A Stock on the date hereof. In a simultaneous
delivery,  J&J  shall  deliver the Note to the Company marked "Paid in Full" and
the  Company shall issue and deliver to J&J a certificate representing 1,233,888
shares  of  the  Series  A  Stock.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

     Section  2.01.     REPRESENTATIONS  AND  WARRANTIES  OF  J&J.  J&J  hereby
represents  and  warrants  to  the  Company  that:

     (a)  it has been furnished with and has read the Company's Annual Report on
     Form  1O-KSB for the year ended January 31, 2002, Quarterly Reports on Form
     10-QSB  for  the  quarters ended April 30, 2002, July 31, 2002, and October
     31,  2002,  and  any Current Reports on Form 8-K filed by the Company since
     January  31,  2002;


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     (b)  it has received from the Company such other information concerning its
     operations, financial condition and other matters as J&J has requested, and
     considered  all  factors J&J deems material in deciding on the advisability
     of investing in the Series A Stock and any securities into which the Series
     A  Stock  is  convertible  at  any  time;

     (c)  it  has  been  advised that the Series A Stock and any securities into
     which the Series A Stock is convertible at any time has not been registered
     under  the  Securities  Act of 1933 (the "Securities Act") or registered or
     qualified  under  any  other  securities  law  of  any  other jurisdiction;

     (d)  it  is  the  bona  fide  beneficial  owner  of  the  Note;

     (e)  either  alone  or  with its professional advisers who are unaffiliated
     with,  have no equity interest in and are not compensated by the Company or
     any  affiliate or selling agent of the Company, directly or indirectly, has
     such  knowledge and experience in financial and business matters that it is
     capable of evaluating the merits and risks of an investment in the Series A
     Stock  and  any  securities into which the Series A Stock is convertible at
     any  time;

     (f)  it  understands (x) the risks involved in this exchange, including the
     speculative nature of the investment; (y) the financial hazards involved in
     this  exchange, including the risk of losing its entire investment; and (z)
     the  lack  of liquidity and restrictions on transfers of the Series A Stock
     and  any securities into which the Series A Stock may be convertible at any
     time;

     (g)  it  is  an  "accredited  investor" as defined in Rule 501(a) under the
     Securities  Act  and  is  otherwise  qualified under the regulations of the
     State  of  Nevada  to  invest  in  and  own  the  Series  A  Stock.

     Section  2.01.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.  The
Company  hereby  represents  and  warrants  to  J&J  that:

     (a) it is a corporation duly organized, and validly existing under the laws
     of  the state of its incorporation and has the requisite corporate power to
     own  its  properties  and  to carry on its business as now being conducted;

     (b)  it is duly qualified as a foreign corporation to do business and is in
     good  standing  in  each  jurisdiction  where  the  nature  of the business
     conducted or property owned by it makes such qualification necessary, other
     than  those jurisdictions in which the failure to so qualify would not have
     a  material  adverse  effect  on  the  business, operations or prospects or
     condition  (financial  or  otherwise)  of  the  Company;

     (c)  all  issued and outstanding shares of capital stock of the Company has
     been  duly  authorized  and  validly  issued  and  are  fully  paid  and
     non-assessable;


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     (d)  this Agreement has been duly authorized, executed and delivered by the
     Company and is a valid and binding agreement enforceable in accordance with
     its  terms,  subject  to  bankruptcy,  insolvency,  fraudulent  transfer,
     reorganization,  moratorium  and  similar  laws  of  general  applicability
     relating  to  or  affecting  creditors'  rights  generally  and  to general
     principles  of  equity;

     (e)  it has full corporate power and authority necessary to enter into this
     Agreement and to perform its obligations hereunder and all other agreements
     entered  into  by  the  Company  relating  hereto;

     (f)  there  are  no  outstanding agreements or preemptive or similar rights
     affecting the Company's common stock and no outstanding rights, warrants or
     options to acquire, or instruments convertible into or exchangeable for, or
     agreements  or  understandings  with respect to the sale or issuance of any
     shares  of  common  stock  or  equity  of  the  Company;

     (g) no consent, approval, authorization or order of any court, governmental
     agency  or  body or arbitrator having jurisdiction over the Company, or any
     of  its  affiliates or NASDAQ or the Company's Shareholders is required for
     execution  of  this Agreement, and all other agreements entered into by the
     Company  relating  hereto,  including,  without  limitation issuance of the
     Series A Stock, and the performance of the Company's obligations hereunder;

     (h)  assuming the representations and warranties of J&J in Section 2.01 are
     true  and  correct  and  J&J  complies  with  its  obligations  under  this
     Agreement,  neither  the  issuance  and  sale of the Series A Stock nor the
     performance  of  its  obligations  under  this  Agreement  and  all  other
     agreements entered into by the Company relating thereto by the Company will
     (x)  violate, conflict with, result in a breach of, or constitute a default
     (or  an  event which with the giving of notice or the lapse of time or both
     would  be reasonably likely to constitute a default) under (A) the articles
     of  incorporation,  charter  or bylaws of the Company, (B) to the Company's
     knowledge,  any  decree,  judgment, order, law, treaty, rule, regulation or
     determination  applicable  to the Company of any court, governmental agency
     or  body,  or  arbitrator  having jurisdiction over the Company or over the
     properties  or assets of the Company, (C) the terms of any bond, debenture,
     note  or any other evidence of indebtedness, or any agreement, stock option
     or  other  similar plan, indenture, lease, mortgage, deed of trust or other
     instrument  to  which  the Company, or any of its affiliates is a party, by
     which  the  Company,  or any of its affiliates is bound, or to which any of
     the  properties of the Company, or any of its affiliates is subject, or (D)
     the  terms  of  any  "lock-up"  or similar provision of any underwriting or
     similar  agreement  to  which  the  Company,  or any of its affiliates is a
     party;  or  (y) result in the creation or imposition of any lien, charge or
     encumbrance  upon  the  Securities  or  any  of  the assets of the Company;

     (i)  the  Series  A  Stock are, or will be, have been, or will be, duly and
     validly  authorized;  will not have been issued or sold in violation of any
     preemptive  or other similar rights of the holders of any securities of the
     Company;  and will not subject the holders thereof to personal liability by
     reason  of  being  such  holders.


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                                   ARTICLE III
                                    COVENANTS

     Section  3.01.     AGREEMENT  TO  REFRAIN  FROM RESALES. Without in any way
limiting  the representations and warranties herein, J&J agrees that it will not
pledge,  hypothecate,  sell,  transfer,  assign  or otherwise dispose of any the
Series A Stock or securities into which the Series A Stock is convertible at any
time  without  the  prior  written  consent  of  the  Company.

     Section 3.02.     THE SECURITIES WILL BE RESTRICTED. The Series A Stock and
any  securities into which the Series A Stock is convertible at any time will be
"restricted securities" as that term is defined in Rule 144 under the Securities
Act  and,  accordingly,  that  they  must  be  held indefinitely unless they are
subsequently  registered  under  the  Securities Act and qualified or registered
under  any  other applicable securities law or exemptions from such registration
and qualification are available.  Any instrument or certificate representing the
shares  of  Series  A  Stock  or  securities  into  which  the Series A Stock is
converted  at  any  time will bear legends the Company may consider necessary or
advisable  to  facilitate  compliance  with  the  Securities  Act  and any other
securities  law.

     Section  3.03.     EXEMPT OFFERING. This exchange is being made pursuant to
the  exemption  from  the  registration  contained  in  Section  3(a)(9)  of the
Securities  Act  and afforded by Rule 149 thereunder.  The Company is relying in
part  on J&J's representations as set forth herein for purposes of claiming such
exemptions

     Section  3.04.     INDEMNIFICATION.

     (a)  The  Company  agrees to indemnify, hold harmless, reimburse and defend
     J&J against any claim, cost, expense, liability, obligation, loss or damage
     (including  reasonable  legal  fees)  of any nature, incurred by or imposed
     upon  J&J  which  results,  arises  out  of  or  is  based  upon  (i)  any
     misrepresentation  by  Company or breach of any warranty by Company in this
     Agreement  or  in  any Exhibits or Schedules attached hereto, or Reports or
     other  Written Information; or (ii) any breach or default in performance by
     Company  of  any  covenant  or  undertaking  to  be  performed  by  Company
     hereunder,  or  any  other  agreement  entered  into by the Company and J&J
     relating  hereto.

     (b)  J&J  agrees  to  indemnify,  hold  harmless,  reimburse and defend the
     Company  at  all  times  against  any  claim,  cost,  expense,  liability,
     obligation, loss or damage (including reasonable legal fees) of any nature,
     incurred  by or imposed upon the Company which results, arises out of or is
     based  upon  (a)  any  misrepresentation by J&J in this Agreement or in any
     Exhibits  or  Schedules  attached  hereto;  or (b) any breach or default in
     performance  by  J&J  of any covenant or undertaking to be performed by J&J
     hereunder,  or  any  other  agreement  entered  into by the Company and J&J
     relating  hereto.


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                                   ARTICLE IV
                                 MISCELLANEOUS.

     Section  4.01.     NOTICES.  All  notices  or other communications given or
made  hereunder  shall be in writing and shall be personally delivered or deemed
delivered the first business day after being telecopied (provided that a copy is
delivered  by  first class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give to
the  other  by  notice  duly  made  under  this  Section;

     if to the Company:    Kingdom  Ventures,  Inc.
                           Attn:  Gene  Jackson
                           1045  Stephanie  Way
                           Minden,  NV  89423
                           Fax:     775-267-2661

     if to J&J:            J&J  Holdings,  Inc.
                           Attn:  John  Jackson
                           P.O.  Box  275
                           Genoa,  NV  89411
                           Fax:     775-267-2661


     Section  4.02.     CLOSING.  The  consummation  of  the  transactions
contemplated  herein  shall take place at the offices of the Company, as soon as
practical  after  the  date  hereof.

     Section  4.03.     ENTIRE  AGREEMENT; ASSIGNMENT. This Agreement represents
the  entire  agreement  between  the  parties hereto with respect to the subject
matter  hereof and may be amended only by a writing executed by both parties. No
right  or  obligation  of  either  party shall be assigned by that party without
prior  notice  to  and  the  written  consent  of  the  other  party.

     Section  4.04.     EXECUTION. This Agreement may be executed simultaneously
in  two or more counterparts, each of which shall be deemed an original, but all
of  which  together  shall  constitute  one and the same instrument. A facsimile
signature  by  any party on a counterpart of this Agreement shall be binding and
effective  for  all purposes. Such party shall, however, subsequently deliver to
the  other  party  an  original  executed  copy  of  this  Agreement.

     Section  4.05.     LAW  GOVERNING  THIS  AGREEMENT. This Agreement shall be
governed  by  and  construed  in accordance with the laws of the State of Nevada
without  regard to principles of conflicts of laws. Any action brought by either
party  against  the  other  concerning  the  transactions  contemplated  by this
Agreement  shall be brought only in the state courts of Nevada or in the federal
courts  located  in the city of Minden, Nevada. Both parties and the individuals
executing  this Agreement and other agreements on behalf of the Company agree to
submit  to  the  jurisdiction  of  such  courts  and  waive  trial  by jury. The
prevailing  party  shall  be  entitled  to  recover  from  the  other  party its
reasonable  attorney's  fees  and costs. In the event that any provision of this
Agreement  or any other agreement delivered in connection herewith is invalid or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be  deemed  modified  to  conform  with  such  statute  or  rule  of law.


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     Section  4.06.     CONSENT TO JURISDICTION. Subject to Section 4.05 hereof,
each  of the Company and J&J hereby waives, and agrees not to assert in any such
suit,  action  or proceeding, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in an
inconvenient  forum  or  that  the  venue  of  the suit, action or proceeding is
improper.  Nothing  in  this  Section  shall  affect or limit any right to serve
process  in  any  other  manner  permitted  by  law.

     IN WITNESS WHEREOF, the parties have signed and delivered this Agreement as
of  the  date  first  above  written.

KINGDOM  VENTURES,  INC.


By:   _____________________________
      Gene  Jackson,  President

J&J  HOLDINGS,  INC.


By:   _____________________________
      John  Jackson,  President



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