LETTER OF INTENT (LOI)

[SPARK]

VTYC...... Victory Capital Holdings Corporation Signs Letter of Intent to Merge and Acquire Virtual Image Corporation
LOS ANGELES, CA - MARKET WIRE - 03/31/05
Victory Capital Holdings Corporation (OTC BB: VTYC) announced today that it has signed a Letter of Intent for the acquisition of Virtual Image Corporation.

Virtual Image Corporation is a full service marketing and design company founded in 1997 by Nadre Davani to provide visual and graphic solutions for their corporate customers. Showing profits every year, Virtual Image has developed cutting-edge techniques and delivered a premium product to their clients including:

Parker Hannifin Mattel Disney
Paramount Warner Brothers Nioxin
Meguiar's Sony Pictures Universal Power

Virtual Image products and services include:

Visual Technologies Movie Industry Animation
CGI Special Effects Television Commercials
Infomercials Corporate Branding Programs
Engineering with 3-D Development Web Artificial Intelligence

"Virtual Image provides a single source solution, critical in streamlining decision making and ultimately, time to market for our clients. We offer a unique combination of technical and engineering capabilities as well as the visualization of these concepts. With the resources of Victory Capital behind us and the prospects for a continuous flow of sales and marketing collaterals from their family of businesses, we feel we can grow our business and profits significantly over the next several quarters," stated Nadre Davani, President & CEO of Virtual Image Corporation. Examples of some of the design elements created by Virtual Image can be viewed at www.vrimage.com.

"The addition of Virtual Image to the Victory family, brings in-house, a key component in growing our sales and marketing divisions. Virtual Image will assist our subsidiaries by offering a complete package of sales and marketing collaterals," stated Jon Fullenkamp, Chairman & CEO of Victory Capital Holdings.

Victory Capital Holdings Corporation (VTYC), organized in Nevada, is a publicly traded company. The Company is designed to leverage the assets of existing, proven technology and to infuse those assets with marketing, management and financial support to become the recognized leader in its space. (http://www.vtyc.com).

Certain statements contained herein are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission.