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VTYC: Contracts to be announced very soon

Victory Capital Holdings Corp.

http://www.vtyc.com
http://www.ondemandcommunications.com
http://www.unityVoice.com

Company: Victory Capital Holdings Corporation
Symbol: VTYC (OTCBB)
Shareholders of Record: 900 aprox.
Authorized Shares: 100,000,000 Common ($.001)
Authorized Shares: 0 Preferred Shares Authorized
Shares Issued: 61,866,925
Treasury Shares: 40,666,667
Float: 1,531,020
Market Makers: 18

Letter to Shareholders of Victory Capital Holdings Corporation
BEVERLY HILLS, Calif.

Victory Capital Holdings Corp., Beverly Hills
Harold Gregg, CEO, 888-568-2546

Victory Capital Holdings Corp. (OTCBB:VTYC):

Dear Shareholder:

The Board of Directors and management of Victory Capital Holdings Corp. would like to take this opportunity to inform our shareholders and other interested parties about the recent developments underway at the Company.

First, we would like to take this time to update our shareholders about the success we are experiencing with the flagship enrollment of Keller Williams Realty, Inc. As stated in our press release of March 15, 2004, we began this roll-out by deploying our OnDemand OEM product at the Sunset, Los Angeles office. This large, active realty office boasts approximately 150 agents and 20 support staff. While this BETA test was ongoing, it was determined that the Real Estate industry in general has very specific needs regarding how they communicate with their clientele. We concluded that our current OEM service provider did not satisfy the needs of the Real Estate industry. In the beginning of our 2nd Quarter, we negotiated a new OEM provider agreement and began to focus on re-deployment.

On April 17, 2004, after successfully overcoming these OEM obstacles and technical issues, our OnDemand Communications subsidiary launched a new service brand called UnityVoice. With signup available via our website, http://www.unityvoice.com, we began enrolling customers. Through the continued support of Carlos Cuevas of the Keller Williams Realty, Sunset office, we launched our "Unity Voice Virtual Office Solution." To date we have received rave reviews about the functionality and the ease of use of our product and are beginning to enroll agents from the Beverly Hills, Marina Del Rey, and Los Feliz offices of the Keller Williams organization. We look forward to the continued deployment opportunity in the 366 U.S. offices of Keller Williams, representing 29,456 active agents across North America.

Our vision is to become the leading worldwide provider of fully managed communications solutions in our target markets by building on our core Virtual Office Solutions Suite of products. We have been cultivating relationships in order to launch a number of initiatives calculated to first build a North American presence, and then expand globally. We have outlined a strategic and tactical plan for acquiring new customers in order to reach and exceed our year one goal of attracting 100,000 subscribers. At 100,000 subscribers, we should achieve an annual revenue rate in excess of $30,000,000. To achieve this growth goal, we are testing several important marketing initiatives.

Starting June 14, 2004, our OnDemand subsidiary will launch a national Internet radio campaign, consisting of forty-eight, 60-second spots airing daily over ninety days. You can experience the advertisement by visiting the following web address (http://www.unityvoice.com/radio). It is our goal to initially acquire between 2,500 and 5,000 subscribers through the launch of this advertising campaign.

Beginning June 28, 2004, a defined product, opt-in mail campaign targeting the real estate and multi-level marketing industries will be tested. Our goal initially is to acquire 5,000 to 10,000 subscribers from this campaign.

The unified communications market is in its infancy. The various market segments within the small business sectors on which OnDemand focuses by offering its Virtual Office and enhanced messaging solutions, have significant existing demand and substantial growth potential. By means of our proactive awareness campaigns in the target markets for our UnityVoice Virtual Office Solutions, we feel that OnDemand is uniquely positioned to capture significant market share and exponentially increase its subscriber base.

Over the next several quarters we will begin introducing new product lines, signing up new customers and increasing our order flow from new and existing customers. We will also pursue strategic, vendor partnerships and marketing alliances. Our OnDemand subsidiary is positioned to become the leading "Simplified Solutions Provider" in the marketplace.

Recently, the management team of OnDemand has been augmented by the addition of David G. Mpojeannis, most recently CEO and co-founder of Rapid Technologies Group, Inc. in Toronto, Ontario, Canada. His company was a leader in the unified communications and software development industry. David brings an extensive 15 year background in technology, telecommunications, and marketing, and is a well known expert in the telecommunications sector.

Finally, on May 18th, we upgraded our corporate web site, (http://www.vtyc.com) to more accurately reflect the direction of our Company. With the new features, shareholders and other interested parties can communicate directly with the Company, receive virtually real-time financial information and follow the Company's growth, development and product development. Both the management and Board of Directors of Victory Capital Holdings Corp. place enormous value on your investment in VTYC. Our highest priority is to make that investment pay off by increasing revenue, profitability and, ultimately, share values.

Thank you for your continued support of Victory Capital Holdings. The Board of Directors and the management team sincerely appreciate your continued interest in the exciting developments during this launch phase of our OnDemand Communications products. Sincerely, Harold Gregg Chairman of the Board and CEO


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