EMPLOYMENT AGREEMENT





      EMPLOYMENT AGREEMENT made as of the 1st day of October, 2005, by and

between UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION, a Nevada

corporation, with principal offices in Juno Beach, Florida (the "Company"),and

Christopher J. McCauley, a resident of the State of Ohio ("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

fourth 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 nonrenewal.



      3. Position and Duties. Executive will serve as the Vice President and

Secretary 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 the usual and customary duties of the offices of

president and chief executive officer 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 hereunder, 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 $120,000, 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.



      (b) Bonus. For each fiscal year of the Company during the Term, Executive

will have an opportunity to earn a performance bonus ranging from $0 to

$600,000, determined in the sole discretion of the Board based upon such

criteria as it deems appropriate. It is anticipated that by or as soon as

practicable after the beginning of each year, the Board will communicate

performance criteria that it may take into account, in whole or in part, for

determining bonuses for that year. Annual incentive compensation, if any, will

be determined by the Board, in its sole discretion, and paid as soon as

practicable after the end of the year.





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      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.



      6. Employee Benefit Programs and Perquisites.



      (a) General. Executive will be entitled to participate in such qualified

and nonqualified employee pension plans, group health, long term disability and

group life insurance plans, and any other welfare and fringe benefit plans,

arrangements, programs and perquisites sponsored or maintained by the Company

from time to time for the benefit of its employees generally or its senior

executives generally.



      (b) 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.



      (c) Automobile-Related Expenses. During the term of this Agreement, the

Company will provide Executive with the use of an automobile of Executive's

choice. The Company will cover the reasonable "drive-off" costs, monthly lease

payments of up to $1,000 per month, registration fees, fuel, maintenance and

insurance costs of such automobile. Executive will have the option to purchase

the automobile at the end of the lease term per the purchase provision within

the lease contract.

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