AGREEMENT
THIS AGREEMENT entered into on the day of July, 2005, by and between
Bratenahl Estates Development, LLC (Bratenahl) and Universal Property
Development and Acquisition Corporation (UPDA). In consideration of the
conversion of 102 preferred shares of ProCore Group, Inc., predecessor of UPDA,
face value 1,000.00, .005 par conversion, held by Bratenahl, into 20,400,000
free trading common shares of UPDA, Bratenahl promises and agrees to the
reinvestment of 80% of the proceeds of said shares into restricted common shares
of UPDA to be purchased at market value.
Pursuant to this Agreement, Bratenahl represents and warrants that it has
conducted independent research about UPDA including, but not limited to, the
company's financial statements and filings. Both parties agree that it is their
intent to act consistent with all applicable state and federal laws that may
regulate or govern this Agreement or any investment in relation hereto.
Bratenahl agrees that it is an accredited investor within the meaning of Rule
501(a) promulgated by the Securities and Exchange Commission consistent with one
of the following:
(A) Investor is a natural person and either (1) Subscriber has a net
worth, or joint net worth, with a spouse, of at least One Million
Dollars ($1,000,000.00); or (2) Subscriber had individual income in
excess of Two Hundred Thousand Dollars ($200,000.00) in each of the
two recent years or joint income with investor's spouse in excess of
Three Hundred Thousand Dollars ($300,000.00) in each of those years
and has a reasonable expectation of reaching the same level in the
current year;
(B) Investor is a limited partnership and either (1) Subscriber's net
worth exceeds Five Million Dollars ($5,000,000.00), or (2) each of
the limited partners of Investor is an "accredited investor" within
the meaning of Rule 501(a) promulgated by the Securities and
Exchange Commission because each limited partner has a net worth, or
joint net worth, with limited partner's spouse, of at least One
Million Dollars ($1,000,000.00), or each equity owner had individual
income in excess of Two Hundred Thousand Dollars ($200,000.00) in
each of the two recent years or joint income with limited partner's
spouse in excess of Three Hundred Thousand Dollars ($300,000.00) in
each of those years and has a reasonable expectation of reaching the
same level in the current year; or
(C) Investor is a corporation and (1) Subscriber's net worth exceeds
Five Million Dollars ($5,000,000.00), or (2) all of the equity
owners of Investor is an "accredited investor" within the meaning of
Rule 501(a) promulgated by the Securities and Exchange Commission
because each equity owner has a net worth, or joint net worth, with
equity owner's spouse, of at least One Million Dollars
($1,000,000.00), or each equity owner had individual income in
excess of Two Hundred Thousand Dollars ($200,000.00) in each of the
two recent years or joint income with equity owner's spouse in
excess of Three Hundred Thousand Dollars ($300,000.00) in each of
those years and has a reasonable expectation of reaching the same
level in the current year.
Bratenahl further warrants that it obtained knowledge of this investment
by personal contact with UPDA or with its officers or interest holders, that it
has knowledge and experience in financial and business matters such that it is
capable of evaluating the risks of an investment in UPDA and that it has been
afforded the opportunity to ask UPDA's management team questions about the
operations and finances of the Company and that those persons have answered
those questions satisfactorily.
Bratenahl further warrants that it has been offered the opportunity to
request other information and documentation pertaining to UPDA and all such
information or documentation has been provided.
Bratenahl acknowledges that its investment in UPDA involves many risks and
that it has taken full cognizance of and understands all of the risks related to
its purchase of the Stock and that the funds raised by the sale of the Stock
will only provide limited operating funds and will be used in part to meet
current liabilities. UPDA may need infusions of additional capital in order to
meet and/or its development activities and there can be no assurance that such
additional funds will be forthcoming or available on terms acceptable to UPDA,
or, if provided, will be available on a timely basis.
Universal Property Development and Acquisition Corporation
By:
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Kamal Abdallah, Chairman
Bratenahl Estates Development, LLC.
By:
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Carol Pop, Authorized Member