VTYC 8-K UPV Agreement Ex 10.1 Agreement




Exhibit
10.1

SHARE
EXCHANGE AGREEMENT




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”.

 

Introduction. VTYC is
a publicly held corporation in the business of promoting research and
development of light metal technologies and industrial applications for their
products and processes. UPV is a privately held corporation in the business of
manufacturing light metals. VTYC, UPV and the UPV Shareholder have determined
that it is in their respective best interests, pursuant to the terms of this
Agreement: (i) to have UPV become a wholly owed subsidiary of VTYC; and (ii) to
have the UPV Shareholder acquire twenty percent (20%) of the outstanding shares
of Victory Energy Inc. (“VEI”), 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
      UPV Shareholder will transfer and assign to VTYC, a total of 100% of the
      common stock of UPV (the “UPV Shares”), free and clear of all liens,
      charges or other encumbrances (“Liens”), representing one hundred percent
      (100%) of the capital of UPV;








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








	 	
      c.
	
      It
      is acknowledged that none of the UPV Shares or VEI Shares will be
      registered under the United States Securities Act of 1933, as amended (the
      “Securities Act”), and any certificates representing such UPV Shares and
      VEI 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 UPV will become a wholly
owned subsidiary
of VTYC. 




e. The UPV
Shares and the VEI 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 and UPV will agree on specific
      performance goals for UPV which will result in VTYC management using their
      best efforts to effect a spin-out of UPV to the Shareholder of VTYC with
      the management of UPV retaining up to seventy percent (70%) of the issued
      and outstanding shares of UPV. Upon the successful completion of such spin
      out, VTYC management will continue to cooperate with the management of UPV
      to establish UPV as a reporting company under SEC regulations, trading on
      either the OTC Bulletin Board or the NASDAQ Small Cap
    Market.








	 	
      g.
	
      As
      additional consideration for this Agreement, UPV will pay to VTYC five
      percent (5%) of UPV’s gross revenues until UPV is spun out as provided in
      the previous paragraph.







	h.  	
      After
      the Closing, VTYC will use its best efforts to obtain financing for UPV in
      the amount of two hundred fifty thousand dollars ($250,000.00)
      immediately, a second two hundred fifty thousand dollars ($250,000) on or
      before March 31, 2005, a third two hundred fifty thousand dollars
      ($250,000) on or before April 30, 2005, a fourth two hundred fifty
      thousand dollars ($250,000) on or before May 31, 2005, and an additional
      one million dollars ($1,000,000) if needed thereafter. It is the intention
      of the Parties that such financing should position UPV to be generating
      operating revenue and or well underway to being established as its own
      public company. As additional consideration for this Agreement, UPV 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 UPV with the direct or
      indirect assistance of VTYC.






	i.  	
      As
      additional consideration, Foote agrees to make an assignment to UPV, and
      if for any reason assignment is not possible, to grant a royalty-free
      world-wide perpetual license with sublicense rights to UPV, covering all
      of Foote’s rights in the technology of a furnace and related manufacturing
      processes related to the manufacture of magnesium and other metals,
      including but not limited to any trade secrets, patents and patent
      applications.









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, UPV will deliver to VTYC:




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




b. a
certificate from the UPV and the UPV 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 UPV since December 31, 2004;




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




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




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




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




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




iv. UPV,
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, UPV knows of no actions, suits, or other legal proceedings
or  investigations
pending or threatened against or relating to or materially adversely affecting
UPV;  and no
unsatisfied judgments against UPV;




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

 


	 	
      f.
	
      letters
      of resignation in form and substance satisfactory to VTYC from each of the
      board members and officers of UPV; and






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













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




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




b. a Good
Standing Certificate for VTYC 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 UPV hereunder are valid and binding in
accordance with
their terms and vest in UPV all right title and interest in and to the UPV
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. such
other documents as counsel for UPV shall reasonably request.




Article
III. Representations
and Warranties




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





	 	
      a.
	
      Organization.
      UPV will be at the Closing incorporated in the state of Nevada. UPV 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, UPV 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 UPV 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 UPV. As of the Closing, the UPV Shares to
      be transferred to VTYC by the UPV Shareholder will constitute all duly and
      validly issued shares of UPV, 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 UPV’s unaudited financial
      statements as of and for the period ending December 31, 2004, including
      UPV’s balance sheet, statement of income (loss), and its statement of cash
      flows (the "Year End UPV Financial Statements"). The Year End UPV
      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 UPV Financial Statements,
      through the Closing, there have not been and will not be any material
      adverse changes in the financial position of UPV as set forth in the Year
      End UPV Financial Statements.








	 	
      e.
	
      Litigation.
      UPV 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 UPV Financial
      Statements or otherwise disclosed in writing to VTYC and, to the knowledge
      of the UPV Shareholder, no litigation or governmental investigation or
      proceeding is threatened against UPV.








	 	
      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 UPV; (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 UPV 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 UPV; or (iv) violate any judgment, order, injunction, decree or award
      against or binding upon UPV or upon its securities, property or
      business.







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





	 	
      h.
	
      Taxes.
      UPV 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. UPV is not subject
      to or threatened with any action, suit, proceeding, investigation, audit
      or claim with respect to the payment of any Tax. UPV 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.
	
       
	
      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.
UPV 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 VEI 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 VEI. As of the Closing, the VEI Shares to
      be transferred to UPV by VTYC will constitute twenty percent (20%) of the
      duly and validly issued shares of VEI, 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 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.
      UPV 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. UPV has
      no liability to make any contributions under the terms of any Pension
      Benefit Plan. UPV is not responsible for or liable in connection with any
      Welfare Benefit Plans, under which any material claims for benefits are in
      dispute, or forERISA. 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. Victory
Industrial, Inc. and Victory Communication Services, Inc.




Article
IV Conditions
Precedent To Closing




4.1 All
obligations of UPV and the UPV 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 UPV 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. UPV shall have received all of the documents to be delivered to
UPV hereunder.







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





	 	
      a.
	
      Representations.
      The representations and warranties by UPV 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.
      UPV and the UPV 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, UPV and VTYC agree not to do any of the following acts prior to the
Closing, and the UPV  Shareholder
agree that prior to the Closing they will not request or permit UPV 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; or




Article
VI Publicity




6.1 Each
Party hereto agrees not to issue any press release or make any public statement
(except as required by l 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 UPV and
each of the UPV Shareholder agrees to jointly and severally indemnify, defend
and hold harmless  VTYC and
its respective, officers, employees, Shareholder 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  UPV or
the UPV Shareholder, or (ii) any breach of any covenant or agreement of UPV or
the UPV Shareholder  contained
in this Agreement.




7.2 VTYC
agrees to indemnify, defend and hold harmless UPV and the UPV Shareholder and
their respective,  officers,
employees, Shareholder and any Affiliates of the foregoing, and their successors
and assigns (the "  UPV
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 UPV 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 one year 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 UPV
or the UPV Shareholder:



Howard
Foote

53975
Avendia Cortez

La
Quinta, California 92253

e-mail:
howardafoote@magautogroup.com

Fax: 760
564 0843




if to
VTYC:

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.







Universal
Power Vehicles, “UPV” by




_/s/
Howard Foote______________________________
Date__February
21, 2005__________________

Howard
Foote

President
& CEO







Victory
Capital Holdings Corporation, “VTYC”, BY




_/s/
Jon Fullenkamp______________________________
Date__February
21, 2005__________________

Jon
Fullenkamp     

Chairman
& CEO







Shareholder
by




_/s/
Howard Foote________________________________
Date __February
21, 2005__________________

Howard
Foote as sole
UPV Shareholder