EMPLOYMENT AGREEMENT

      EMPLOYMENT  AGREEMENT  made  as of the 1st day of  January,  2006,  by and
between UNIVERSAL  PROPERTY  DEVELOPMENT AND ACQUISITION  CORPORATION,  a Nevada
corporation,  with principal offices in Juno Beach,  Florida (the "Company"),and
Steven A. Barrera, a resident of the State of Texas ("Executive").

      1.  Employment.  The  Company  hereby  agrees  to  employ  Executive,  and
Executive  hereby  accepts such  employment,  upon the terms and  conditions set
forth in this Agreement.

      2. Term.  The term of  Executive's  employment  under this  Agreement (the
"Term") shall  commence on the date of execution  hereof as set forth above (the
"Effective  Date"),  and,  subject to the terms hereof,  shall  terminate on the
first anniversary of the Effective Date (the "Termination Date"); provided that,
the term of this Agreement  will  automatically  renew for  successive  one-year
periods  thereafter  (in  which  case the  Termination  Date  shall be  extended
accordingly),  unless, at least thirty days prior to the applicable  Termination
Date, either party gives the other written notice of non-renewal.

      3. Position and Duties. Executive will serve as the Texas Regional Manager
of the  Company.  Executive  has been  elected  or  appointed  a  member  of the
Company's  Board of Directors  ("Board") as of the Effective  Time, and from and
after the Effective  Time until the  expiration  of the Term,  the Company shall
nominate the Executive for  appointment or election as a member of the Board and
shall use commercially reasonable efforts to cause the Executive to be appointed
or elected a member of the Board.  Executive will report  directly to the Board.
Except as  otherwise  specifically  provided  herein,  the  duties  which may be
assigned to Executive will be to act as the Company's representative  overseeing
operations in the State of Texas,  specifically,  the operations of Canyon Creek
Oil& Gas,  Inc., the Company's  subsidiary in Texas and will be consistent  with
the  provisions  of the  Company's  Articles or  Certificate  of  Incorporation,
By-laws and applicable  law.  Executive will devote all of his business time and
attention to the  performance of his  obligations,  duties and  responsibilities
under this Agreement.  Executive may engage in personal, charitable, and passive
investment activities to the extent such activities do not conflict or interfere
with  his   obligations   to,  or  his   ability  to  perform   the  duties  and
responsibilities  of his employment by the Company as determined by the Board in
its discretion.

      4. Annual Compensation.

      (a) Base  Salary.  The Company  will pay salary to  Executive at an annual
rate of $60,000.00,  in accordance with its regular payroll practices. The Board
will  review  Executive's  salary at least  annually.  The Board,  acting in its
discretion,  may increase (but may not decrease) the annual rate of  Executive's
salary in effect at any time.

      5. Additional Compensation.

      (a)  Grant  of  Restricted  Stock.  The  Company  will  issue  and sell to
Executive  certain shares of the Company's common stock pursuant to a Restricted
Stock Purchase  Agreement  (the "Grant  Shares") which shares shall be issued in
increments to be determined by the Board.


<PAGE>

      6. Employee Benefit Programs and Perquisites.

      (a) Reimbursement of Business  Expenses.  Executive is authorized to incur
reasonable expenses in carrying out his duties and  responsibilities  under this
Agreement and the Company will promptly  reimburse him for all expenses that are
so incurred upon  presentation of appropriate  vouchers or receipts,  subject to
the Company's  expense  reimbursement  policies  applicable to senior  executive
officers generally.

      (b) Location of  Employment.  Executive's  place of employment  during the
Term will be at the principal  office of the Canyon Creek Oil & Gas, Inc., which
is presently in the Houston, Texas area, subject to the need for business travel
in connection with Company business.

      7. Termination of Employment.

      (a) Death. If Executive's  employment with the Company  terminates  before
the end of the then  current  Term by reason of his  death,  then (1) as soon as
practicable  thereafter,  the Company  will pay to his estate an amount equal to
his "Accrued  Compensation"  (defined below) through the date of death.  For the
purposes of this  Agreement,  the term "Accrued  Compensation"  means, as of any
date,  the amount of any unpaid  salary  earned by Executive  through that date,
plus  any  additional  amounts  and/or  benefits  payable  to or in  respect  of
Executive  under and in accordance  with the  provisions  of any employee  plan,
program or arrangement under which Executive is covered.

      (b)  Disability.  Company  agrees  to  assist  Executive  in  meeting  the
contingency  of  disability.  The Company deems it to be in its best interest to
establish  a  sick  pay  or  disability  plan  to  provide   Executive's  salary
continuation  or sick pay  benefits  in the  event of  absence  from work due to
accident,  injury,  or  sickness  by way of paying the  premium of an  insurance
policy,  which will pay Executive no less than Executive's  then-base salary per
month for the duration of the remaining  portion of the Term of this  Agreement.
If the  Company  terminates  Executive's  employment  by reason  of  Executive's
"Disability"  (defined  below),  then  (1) as  soon as  practicable  thereafter,
Executive will be entitled to receive his Accrued  Compensation through the date
his employment terminates. For purposes of this Agreement, the term "Disability"
means the inability of Executive to  substantially  perform the customary duties
and  responsibilities  of his employment by the Company for a period of at least
120  consecutive  days by reason of a physical or mental  illness or  incapacity
which is expected to result in death or last indefinitely.

      (c)  Termination  by the Company  for Cause or  Voluntary  Termination  by
Executive. If the Company terminates Executive's employment for "Cause" (defined
below) or if Executive  terminates  his  employment  voluntarily  for any reason
before the end of the then-current  Term,  Executive will be entitled to receive
his  Accrued  Compensation  through  the date  his  employment  terminates.  For
purposes of this Agreement, the Company may terminate Executive's employment for
"Cause" if: (1) Executive is engaged in misconduct which is materially injurious
to  the  Company  or  its  affiliates;  (2)  perpetration  by  Executive  of  an
intentional  and knowing fraud against or affecting the Company or any customer,
client,  agent or  employee  of the  Company  or any of its  affiliates;  or (3)
Executive's  commission of a felony or a crime  involving  fraud,  dishonesty or
moral turpitude.  In order for Executive to terminate his employment voluntarily
Executive must provide sixty (60) calendar days written notice to the Company of
such termination.


<PAGE>

      (d) Termination by the Company Without Cause. If Executive's employment is
terminated by the Company  without  "Cause" then  Executive  will be entitled to
receive his accrued compensation through the termination date.

      8. Restrictive Covenants.

      (a)  Nondisclosure  of Confidential  Information.  Executive  acknowledges
that,  during the course of his  employment  hereunder,  he will have  access to
confidential and proprietary information, documents and other materials relating
to the  Company  and its  affiliates  which are not  generally  known to persons
outside  the  Company or its  affiliates  (whether  conceived  or  developed  by
Executive or others) and confidential information, documents and other materials
entrusted to the Company or its affiliates by third parties, including,  without
limitation,   financial  information,   trade  secrets,  techniques,   know-how,
marketing and other business  plans,  data,  strategies  and forecasts,  and the
substance  of  arrangements   and  agreements  with  customers,   suppliers  and
others(collectively,  "Confidential Information").  Any Confidential Information
conceived or developed by Executive  during the period of his employment will be
the exclusive property of the Company.  Except as specifically authorized by the
Company,  Executive will not (during or after his employment hereunder) disclose
Confidential Information to any third person, firm or entity or use Confidential
Information for his own purposes or for the benefit of any third person, firm or
entity  other than (1) as may be legally  required in  response to any  summons,
order or subpoena issued by a court or governmental  agency, or (2) Confidential
Information  which is or becomes  available to the general public through no act
or failure to act by Executive.

      (b)  Non-Competition.   During  Executive's   employment  by  the  Company
hereunder  and  during  a  period  of  three  (3)  years  following  the date of
termination of his employment with the Company, the Executive will not, directly
or indirectly,  whether as an owner, partner,  shareholder,  consultant,  agent,
employee,  co-venturer or otherwise,  or through any other "person" (which,  for
purposes  of  this  subsection,  shall  mean an  individual,  a  corporation,  a
partnership,  an association, a joint-stock company, a trust, any unincorporated
organization,  or a government or political subdivision thereof), compete in any
state or territory of the United  States or any  geographic  area outside of the
United States with the Company in any business  involving the  production of oil
or natural gas.

      (c)  Non-Solicitation.   During  Executive's  employment  by  the  Company
hereunder and during a period of two (2) years following the date of termination
of his employment with the Company,  Executive will not, directly or indirectly,
whether  as  an  owner,  partner,  shareholder,   consultant,  agent,  employee,
co-venturer or otherwise,  or through any other "person" (which, for purposes of
this  subsection,  shall mean an individual,  a corporation,  a partnership,  an
association, a joint-stock company, a trust, any unincorporated organization, or
a government or political subdivision thereof),  (1) hire or attempt to hire any
employee of the Company or any affiliate of the Company or any person who was an
employee of the Company or any  affiliate  of the Company at any time during the
twelve months  immediately  prior to the  termination of Executive's  employment
with the Company, assist in such hiring by any other person,  encourage any such
employee to terminate his relationship  with the Company or any affiliate of the
Company;  (2) directly or indirectly,  request or cause customers,  suppliers or
other  parties  with whom the  Company or any of its  affiliates  has a business
relationship  to cancel or terminate  any such  business  relationship  with the
Company or any of its affiliates; and (3) solicit from a customer of the Company
or its  affiliates  any  business  which is  competing  with or  related  to the
business of the Company or its  affiliates,  or with the products or services of
the Company or its affiliates.


<PAGE>

      (d) No Other  Remuneration;  No  Disparagement.  Executive  covenants  and
agrees  that  during  his  employment  by the  Company he will not  directly  or
indirectly  receive any  remuneration  from the Company or anyone connected with
the  Company  except as  provided  pursuant  to the terms of this  Agreement  or
otherwise  approved  by the Board of  Directors  in writing.  Executive  further
covenants  and  agrees  that at no time  during or after his  employment  by the
Company  will the  Executive  disparage  the  Company or any of its  Affiliates,
shareholders, directors, officers, employees, or agents.

      (e) Reasonableness of Restrictive  Covenants.  Executive acknowledges that
the  covenants  contained  in the  preceding  subsections  of this Section 8 are
reasonable  in the  scope of the  activities  restricted,  the  geographic  area
covered by the restrictions, and the duration of the restrictions, and that such
covenants are reasonably necessary to protect the Company's legitimate interests
in its  Confidential  Information and in its  relationships  with its employees,
customers and  suppliers.  Executive  further  acknowledges  such  covenants are
essential  elements of this  Agreement  and that,  but for such  covenants,  the
Company would not have entered into this Agreement.

      9.  Company  Property.  All  records,  files,  lists,  including  computer
generated lists, drawings, documents, equipment and similar items related to the
Company's  business  that  Executive  shall  prepare or receive from the Company
shall remain the Company's sole and exclusive property.  Executive will not copy
or cause to be copied,  print  out,  or cause to be  printed  out any  software,
documents or other materials  originating with or belonging to the Company other
than  in  connection  with  performing  his  duties.  Upon  termination  of  his
employment with the Company,  Executive shall promptly return to the Company all
property of the Company in his  possession or control and will not retain in his
possession or control any  software,  documents or other  materials  originating
with or belonging to the Company.

      10.  Intellectual  Property.  The Company has hired Executive to work full
time so anything Executive produces during the period of his employment with the
Company and  applicable  to the  business of the Company is the  property of the
Company.  Any  writing,  invention,  design,  system,  process,  development  or
discovery  conceived,  developed,  created or made by  Executive,  alone or with
others,  during the period of his employment  with the Company and applicable to
the  business  of the  Company,  whether  or  not  patentable,  registerable  or
copyrightable,  shall  become the sole and  exclusive  property of the  Company.
Executive  shall disclose the same promptly and  completely to the Company,  and
shall,  during the period of his employment  with the Company,  and any time and
from time to time thereafter,  (1) execute all documents reasonably requested by
the Company for the  purpose of vesting in the Company the entire  right,  title
and interest in and to the same, (2) execute all documents  reasonably requested
by the Company for filing  such  applications  for and  procuring  all  patents,
trademarks,  service marks or copyrights as the Company, in its sole discretion,
may  desire  to  prosecute,  and (3)  give the  Company  all  assistance  it may
reasonably  require,  including  the giving of  testimony  in any suit,  action,
investigation or other proceeding, in order to obtain, maintain, and protect the
Company's  right  therein and thereto.  If such  assistance  is requested  after
Executive's   employment  has  terminated,   the  Company  shall  pay  Executive
reasonable  compensation in respect of, and reimburse  Executive for Executive's
reasonable  expenses incurred in connection with,  rendering such assistance and
performing  such acts.  Executive  shall not have or claim any  right,  title or
interest  in any  trade  name,  trademark,  copyright  or other  similar  rights
belonging to or used by the Company.


<PAGE>

      11.  Litigation  Assistance.  Executive  will  cooperate with the Company,
during the term of his employment  and  thereafter by making himself  reasonably
available to testify on behalf of the Company or any  subsidiary or affiliate of
the  Company in any  action,  suit,  or  proceeding,  whether  civil,  criminal,
administrative,  or  investigative,  and to reasonably assist the Company or any
such  subsidiary  or  affiliate  in any such  action,  suit,  or  proceeding  by
providing  information  and  meeting  and  consulting  with  the  Board  or  its
representatives or counsel,  or representatives or counsel to the Company or any
such subsidiary or affiliate, as reasonably requested;  provided,  however, that
the same  does not  materially  interfere  with  his then  current  professional
activities.  The Company will  reimburse  Executive for all expenses  reasonably
incurred by him in connection with his provision of testimony or assistance.

      12. Severability and Enforcement.

      (a) If any one or more of the  provisions  (or  portions  thereof) of this
Agreement  shall for any reason be held by a final  determination  of a court of
competent jurisdiction to be invalid,  illegal, or unenforceable in any respect,
such  invalidity,  illegality  or  unenforceability  shall not  affect any other
provisions (or portions of the provisions) of this  Agreement,  and the invalid,
illegal or unenforceable provisions shall be deemed replaced by a provision that
is valid,  legal and  enforceable  and that  comes  closest  to  expressing  the
intention of the parties hereto.

      (b) Without  limiting the generality of Section 12(a),  to the extent that
any court  shall  hold  that any of the  covenants  set  forth in  Section 8 are
unenforceable  because they are unreasonable as to scope and/or  duration,  then
the parties intend that such  covenant(s) be reduced in scope and/or duration to
the extent required to be held enforceable.


<PAGE>

      (c) Executive confirms and agrees that a monetary remedy only for a breach
of any of the covenants set forth in Section 8 would be  inadequate,  and may be
impracticable  and difficult to prove,  and further  agrees that any such breach
would cause the Company  irrevocable  harm and  damage.  Accordingly,  Executive
hereby  specifically  agrees that  Company  shall be entitled to  temporary  and
permanent injunctive relief without the necessity of proving actual damages as a
result of any material breach of Section 8 by Executive.

      13. Resolution of Disputes.

      (a) Agreement to Arbitrate;  Injunctive  Relief.  THE PARTIES HERETO AGREE
THAT ANY CLAIM,  DEMAND,  DISPUTE,  ACTION OR CAUSE OF ACTION  ARISING  UNDER OR
RELATING TO THE TERMS OF THIS EMPLOYMENT AGREEMENT, WHETHER SOUNDING IN CONTRACT
OR TORT OR OTHERWISE (COLLECTIVELY,  THE "PARTIES' DISPUTES"), SHALL BE DECIDED,
UNLESS OTHERWISE  SPECIFICALLY  INDICATED HEREIN, BY ARBITRATION PURSUANT TO THE
NATIONAL  RULES  FOR THE  RESOLUTION  OF  EMPLOYMENT  DISPUTES  OF THE  AMERICAN
ARBITRATION  ASSOCIATION ("AAA RULES") AS MODIFIED HEREBY, AND THAT ANY PARTY TO
THIS  AGREEMENT  MAY FILE AN ORIGINAL  COUNTERPART  OR A COPY OF THIS  AGREEMENT
INCLUDING THIS SECTION WITH THE AMERICAN ARBITRATION  ASSOCIATION (THE "AAA") AS
WRITTEN  EVIDENCE OF THE AGREEMENT OF THE PARTIES TO SO  ARBITRATE.  THE PARTIES
HERETO  ACKNOWLEDGE  THAT THEY HAVE HAD THE  OPPORTUNITY TO CONSULT WITH COUNSEL
REGARDING  THIS  SECTION,  THAT THEY FULLY  UNDERSTAND  ITS TERMS,  CONTENT  AND
EFFECT,  AND THAT  THEY  VOLUNTARILY  AND  KNOWINGLY  AGREE TO THE TERMS OF THIS
SECTION AND AGREE TO ARBITRATE ALL PARTIES' DISPUTES.

      (b) Any  arbitration  pursuant  to this  Agreement  shall  take  place  in
Cleveland,  Ohio, before a panel of three commercially  experienced  arbitrators
appointed in accordance with the AAA Rules or, if the parties to the arbitration
agree,  a single retired judge.  Notice of any demand for  arbitration  shall be
provided  in  writing  to the  other  party  and to the  AAA  (the  "Arbitration
Notice"). For the purposes of this Agreement,  an arbitration shall be deemed to
have been commenced at such time as the Arbitration Notice has been delivered to
all the other parties  pursuant to the provisions  hereof.  The parties shall be
entitled to discovery in conjunction  with such  arbitration  (with the scope of
discovery to be co-extensive  with discovery rights applicable to an arbitration
pursuant to Ohio Law. Any award rendered by the arbitrators  (or, if applicable,
retired  judge)  shall be final and may be enforced  in any Court as  necessary.
Each party shall pay half of the fees and expenses of the arbitrators.

      (c)  Notwithstanding  any other  provision  of this  Section  or any other
provision of this Agreement, any party hereto may bring an action for injunctive
or other  extraordinary  relief  pursuant  to Ohio Law  based  upon a breach  by
another party hereto of this Agreement.

      14.  Indemnification.  To  the  extent  permitted  by its  Certificate  of
Incorporation  and By-laws  and  subject to  applicable  law,  the Company  will
indemnify,  defend  and hold  Executive  harmless  from and  against  any claim,
liability  or expense  (including  reasonable  attorneys'  fees) made against or
incurred  by  Executive  as a result of his  employment  with the Company or any
subsidiary or other affiliate of the Company, including service as an officer or
director of the Company or any subsidiary or other affiliate of the Company.


<PAGE>

      15. Assignment; Binding Nature. The services and duties to be performed by
Executive  hereunder are personal and may not be assigned.  This Agreement shall
be binding  upon and inure to the benefit of the  Company,  its  successors  and
assigns and Executive and his heirs and representatives.

      16.  No  Impediment  to  Agreement.  Executive  covenants  that  except as
otherwise  disclosed herein, he is not, as of the date hereof,  and will not be,
during the period of his employment hereunder,  employed under contract, oral or
written,  by any other person,  firm or entity, and is not and will not be bound
by  the  provisions  of  any  other  restrictive   covenant  or  confidentiality
agreement,  and is not  aware of any other  circumstance  or  condition  (legal,
health or otherwise)  which would  constitute an impediment  to, or  restriction
upon,  his  ability to enter into this  Agreement  and to perform the duties and
responsibilities of his employment hereunder.

      17.  Amendment or Waiver.  No provision in this  Agreement  may be amended
unless such  amendment  is agreed to in writing and signed by  Executive  and an
authorized  officer  of the  Company.  Except as set forth  herein,  no delay or
omission  to  exercise  any right,  power or remedy  accruing to any party shall
impair any such right,  power or remedy or shall be  construed to be a waiver of
or an acquiescence to any breach hereof. No waiver by either party of any breach
by the other party of any condition or provision  contained in this Agreement to
be  performed  by such  other  party  shall be deemed a waiver  of a similar  or
dissimilar  condition or provision at the same or any prior or subsequent  time.
Any waiver must be in writing and signed by Executive or an  authorized  officer
of the Company, as the case may be.

      18.  Survivorship.  The respective  rights and  obligations of the parties
hereunder shall survive any termination of Executive's  employment to the extent
necessary to the intended preservation of such rights and obligations.

      19.  Governing  Law. This  Agreement  shall be governed by,  construed and
interpreted in accordance with the laws of Ohio.

      20. Notices.  Any notice given to a party shall be in writing and shall be
deemed to have been given when  delivered  personally  or sent by  certified  or
registered mail, postage prepaid,  return receipt requested,  or express mail to
the recipient at his or its last known address.

      21. Withholding.  Employer may deduct and withhold from the payments to be
made to Employee  hereunder any amounts  required to be deducted and withheld by
Employer under the provisions of any statute,  law,  regulation or ordinance now
or hereafter enacted.

      22. Entire Agreement. This Agreement contains the entire understanding and
agreement  between  the  parties   concerning  the  subject  matter  hereof  and
supersedes all prior agreements,  understandings,  discussions, negotiations and
undertakings, whether written or oral, between the parties with respect thereto.


<PAGE>

      IN WITNESS  WHEREOF,  the undersigned  have executed this Agreement on the
date first above written.


UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION


/s/   Kamal Abdallah
--------------------------------------
By:   Kamal Abdallah, Chairman and CEO



Date: January 20, 2006



/s/   Steven A. Barrera
--------------------------------------
      STEVEN A. BARRERA


Date: January 20, 2006