JOINT VENTURE AGREEMENT
This Agreement is entered into by and between Masaood Group, LTD., and Universal
Property Development and Acquisition Corp ("UPDA"), whose address is 00000 XX
Xxxxxxx 0, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000, Xxxx Xxxxxxxx ("Kronvold"),
Triple Crown Consulting ("TCC") whose address is 0000 X. Xxx Xxxxx Xxxxxx, Xxxxx
Xxxxx, XX 00000 and RWKJ, Inc. ("RWKJ"). For the purpose of this Agreement and
ease of reference all aforementioned parties are hereinafter referred to
collectively as "Parties" and individually as "Party."
WHEREAS, the Parties have had discussions setting forth the basic principles on
which they intended to proceed in a joint venture; and
WHEREAS, the Parties have undertaken to proceed with such joint venture; and
WHEREAS, the Parties have discussed and negotiated various issues and the within
constitutes a definitive agreement relative to the proceedings of the joint
venture; and
WHEREAS, the Parties have established a Nevada corporation known as West Oil &
Gas, Inc. (WOG) to carry out their joint venture.
AGREEMENTS
1. UPDA will own seventy percent (70%) of the capital stock in WOG.
2. Masaood Group, LTD. will own fifteen percent (15%) of the capital stock
in WOG.
3. TCC will own five percent (5%) of the capital stock in WOG.
4. RWKJ will own five percent (5%) of the capital stock in WOG.
5. Kronvold will own five percent (5%) of the capital stock in WOG.
6. WOG will have a five (5) member board of directors with three (3)
chosen by UPDA, one (1) selected by Masaood and one (1) selected by
TCC.
7. WOG will employ a financial/office manager approved by UPDA.
8. Masaood will be responsible for the day-to-day management of the oil
and gas operations of WOG and will pay all expenses associated
therewith.
9. The books and records of WOG will be subject to review and/or audit as
directed by UPDA or required by law.
11. The Parties will be granted preferred stock in WOG in an amount equal
to their investment therein and the parties agree and consent to the
amendment of the articles of incorporation of WOG to authorize and
provide for the issuance of up to 100,000 shares of such preferred
stock.
12. The parties agree that the within constitutes the entire agreement of
the parties and that no modification hereof is effective unless
evidenced by written agreement executed by all of the parties. The
parties further agree that the terms of the within shall be interpreted
according to their usual and customary meaning and that said terms
shall not be strictly construed against any party hereto.
Executed on this 25th day of January, 2006
UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION
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By: Xxxxx Xxxxxxxx, CEO
MASAOOD GROUP, LTD.
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By:
TRIPLE CROWN CONSULTING
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By: Xxx Xxxxxx
RWKJ
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By:
XXXX XXXXXXXX
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