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 14255 US
Highway 1, Suite 2180, Juno Beach,  Florida 33408,  Rene Kronvold  ("Kronvold"),
Triple Crown Consulting ("TCC") whose address is 1946 N. Oak Haven Circle, Miami
Beach, FL 33179 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: Kamal Abdallah, CEO

MASAOOD GROUP, LTD.


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By:

TRIPLE CROWN CONSULTING


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By: Ben Kaplan

RWKJ


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By:


RENE KRONVOLD

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