JOINT VENTURE AGREEMENT
This Agreement is entered into by and
between USProduction & Exploration, LLC
("USPX"), whose address is 20333 Southwest
Freeway, #106, Sugar Land, Texas
77479, and Universal Property Development
and Acquisition Corp ("UPDA"), whose
address is 14255 US Highway 1, Suite 2180,
Juno Beach, Florida 33408, and Triple
Crown Consulting ("TCC") whose address is
1946 N. Oak Haven Circle, Miami Beach,
FL 33179. 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 previously
executed a Memorandum of Understanding
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 an amendment to the terms of
the MOU and definitive agreement
relative to the proceedings of the joint
venture; and
WHEREAS, the Parties have established a
Nevada corporation known as Canyon Creek
Oil & Gas, Inc. (CCOG) to carry out
their joint venture.
AGREEMENTS
1. UPDA will own sixty
five percent (65%) of the capital stock in CCOG.
2. USPX will own thirty
percent (30%) of the capital stock in CCOG.
3. TCC will own five
percent (5%) of the capital stock in CCOG.
4. UPDA will invest a
minimum of One Million Two Hundred Thousand Dollars
($1,200,000.00) in cash and stock in CCOG on or before January 31,
2006.
5. USPX has the right to
pursue other oil and gas ventures as it deems
necessary
to carry out its business plan. USPX hereby grants to CCOG the
first
right of refusal to participate in any oil and gas venture USPX
