EXHIBIT 10.11


SUBSIDIARY GUARANTEE


SUBSIDIARY GUARANTEE, dated as of July 11, 2007, made by each of the signatories hereto (together
with any other entity that may become a party hereto as provided herein, (the “Guarantors”),
in favor of the purchasers signatory (collectively, the “Purchaser”) to
that certain Securities Purchase Agreement, dated as of the date hereof,
between Shea Development Corp., a Nevada corporation (the “Company”) and
the Purchaser (the “Purchase Agreement”).


W I T N E S S E T H:


WHEREAS,
pursuant to that certain Purchase Agreement, the Company has agreed to sell and
issue to the Purchaser, and the Purchaser has agreed to purchase from the
Company the Company’s Senior Secured Note, due July 11, 2010 (the “Note”), subject to the terms and
conditions set forth therein; and


WHEREAS,
each Guarantor will directly benefit from the extension of credit to the
Company represented by the issuance of the Note;


NOW, THEREFORE, in consideration of the premises and to induce the Purchaser
to enter into the Purchase Agreement and to carry out the transactions
contemplated thereby, each Guarantor hereby agrees with the Purchaser as
follows:


1.             Definitions. Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings given to them in the Purchase Agreement. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and Section and Schedule references are to this Guarantee unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  The following terms shall have the following meanings:


“Guarantee”
means this Subsidiary Guarantee, as the same may be amended, supplemented or
otherwise modified from time to time.


“Obligations”
means the collective reference to all obligations and undertakings of the
Company of whatever nature, monetary or otherwise, under the Note, the Purchase
Agreement, the Security Agreement, the Warrants, the Registration Rights
Agreement or any other future agreement or obligations undertaken by the
Company to the Purchaser, together with all reasonable attorneys’ fees,
disbursements and all other costs and expenses of collection incurred by Purchaser
in enforcing any of such Obligations and/or this Guarantee.


2.             Guarantee.


(a)           Guarantee.


(i)            The Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantee to the Purchaser and its respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the Company when due 













(whether
at the stated maturity, by acceleration or otherwise) of the Obligations.


(ii)                                  Anything herein or in any other Transaction
Document to the contrary notwithstanding, the maximum liability of each
Guarantor hereunder and under the other Transaction Documents shall in no event
exceed the amount which can be guaranteed by such Guarantor under applicable
federal and state laws, including laws relating to the insolvency of debtors,
fraudulent conveyance or transfer or laws affecting the rights of creditors
generally (after giving effect to the right of contribution established in
Section 2(b)).


(iii)                               Each Guarantor agrees that the Obligations
may at any time and from time to time exceed the amount of the liability of
such Guarantor hereunder without impairing the guarantee contained in this
Section 2 or affecting the rights and remedies of the Purchaser hereunder.


(iv)                              The guarantee contained in this Section 2
shall remain in full force and effect until all the Obligations and the
obligations of each Guarantor under the guarantee contained in this Section 2
shall have been satisfied by payment in full.


(v)                                 No payment made by the Company, any of the
Guarantors, any other guarantor or any other Person or received or collected by
the Purchaser from the Company, any of the Guarantors, any other guarantor or
any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of
or in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor
in respect of the Obligations or any payment received or collected from such
Guarantor in respect of the Obligations), remain liable for the Obligations up
to the maximum liability of such Guarantor hereunder until the Obligations are
paid in full.


(vi)                              Notwithstanding anything to the contrary in
this Agreement, with respect to any defaulted non-monetary Obligations the
specific performance of which by the Guarantors is not reasonably possible
(e.g., the issuance of the Company’s Common Stock), the Guarantors shall only
be liable for making the Purchaser whole on a monetary basis for the Company’s
failure to perform such Obligations in accordance with the Transaction
Documents.


(b)           Right of
Contribution. Each Guarantor hereby agrees that to the extent that a
Guarantor shall have paid more than its proportionate share of any payment made
hereunder, such Guarantor shall be entitled to seek and receive contribution
from and 



 2
 









against
any other Guarantor hereunder which has not paid its proportionate share of
such payment. Each Guarantor’s right of contribution shall be subject to the
terms and conditions of Section 2(c). The provisions of this Section 2(b) shall
in no respect limit the obligations and liabilities of any Guarantor to the Purchaser,
and each Guarantor shall remain liable to the Purchaser for the full amount
guaranteed by such Guarantor hereunder.


(c)           No Subrogation.  Notwithstanding any payment made by any
Guarantor hereunder or any set-off or application of funds of any Guarantor by
the Purchaser, no Guarantor shall be entitled to be subrogated to any of the
rights of the Purchaser against the Company or any other Guarantor or any
collateral security or guarantee or right of offset held by the Purchaser for
the payment of the Obligations, nor shall any Guarantor seek or be entitled to
seek any contribution or reimbursement from the Company or any other Guarantor
in respect of payments made by such Guarantor hereunder, until all amounts
owing to the Purchaser by the Company on account of the Obligations are paid in
full. If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full, such amount shall be held by such Guarantor in trust for the Purchaser,
segregated from other funds of such Guarantor, and shall, forthwith upon
receipt by such Guarantor, be turned over to the Purchaser in the exact form
received by such Guarantor (duly endorsed by such Guarantor to the Purchaser,
if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Purchaser may determine.


(d)           Amendments, Etc.
With Respect to the Obligations. Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand
for payment of any of the Obligations made by the Purchaser may be rescinded by
the Purchaser and any of the Obligations continued, and the Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the Purchaser,
and the Purchase Agreement and the other Transaction Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Purchaser may
deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Purchaser for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. The Purchaser
shall have no obligation to protect, secure, perfect or insure any Lien at any
time held by them as security for the Obligations or for the guarantee contained
in this Section 2 or any property subject thereto.


(e)           Guarantee
Absolute and Unconditional. Each Guarantor waives any and all notice of the
creation, renewal, extension or accrual of any of the Obligations and notice of
or proof of reliance by the Purchaser upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2; the
Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 2; and all dealings
between the Company and any of the Guarantors, on the one hand, and the Purchaser,
on the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guarantee contained in this Section 2. Each
Guarantor waives to the extent permitted by law diligence, 



 3
 









presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Company or any of the Guarantors with respect to the Obligations. Each
Guarantor understands and agrees that the guarantee contained in this Section 2
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Purchase
Agreement or any other Transaction Document, any of the Obligations or any
other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Purchaser, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance or fraud or misconduct by Purchaser) which may at any time be
available to or be asserted by the Company or any other Person against the Purchaser,
or (c) any other circumstance whatsoever (with or without notice to or
knowledge of the Company or such Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Company for the
Obligations, or of such Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against any Guarantor, the
Purchaser may, but shall be under no obligation to, make a similar demand on or
otherwise pursue such rights and remedies as it may have against the Company,
any other Guarantor or any other Person or against any collateral security or
guarantee for the Obligations or any right of offset with respect thereto, and
any failure by the Purchaser to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Company, any other
Guarantor or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of the
Company, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the Purchaser
against any Guarantor. For the purposes hereof, “demand” shall include the
commencement and continuance of any legal proceedings.


(f)            Reinstatement.
The guarantee contained in this Section 2 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned
by the Purchaser upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company or any Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Company or any Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been made.


(g)           Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the
Purchaser without set-off or counterclaim in U.S. dollars at the address set
forth or referred to in the Purchase Agreement.


3.             Representations and Warranties. Each Guarantor hereby makes the following representations and warranties to Purchaser as of the date hereof:


(a)           Organization and
Qualification. The Guarantor is a corporation or limited liability company,
duly incorporated, validly existing and in good standing under the laws of the
applicable jurisdiction set forth on Schedule 1, with the requisite
corporate power and authority to own and use its properties and assets and to
carry on its business as currently conducted. The Guarantor has no subsidiaries
other than those identified as such on the Disclosure Schedules to the Purchase
Agreement. The Guarantor is duly 



 4
 









qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of any of this Guaranty in any material respect, (y) have a material adverse
effect on the results of operations, assets, prospects, or financial condition
of the Guarantor or (z) adversely impair in any material respect the Guarantor’s
ability to perform fully on a timely basis its obligations under this Guaranty
(a “Material Adverse Effect”).


(b)           Authorization;
Enforcement.  The Guarantor has the
requisite corporate power and authority to enter into and to consummate the
transactions contemplated by this Guaranty, and otherwise to carry out its
obligations hereunder. The execution and delivery of this Guaranty by the
Guarantor and the consummation by it of the transactions contemplated hereby have
been duly authorized by all requisite corporate action on the part of the
Guarantor. This Guaranty has been duly executed and delivered by the Guarantor
and constitutes the valid and binding obligation of the Guarantor enforceable
against the Guarantor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.


(c)           No Conflicts.
The execution, delivery and performance of this Guaranty by the Guarantor and
the consummation by the Guarantor of the transactions contemplated thereby do
not and will not (i) conflict with or violate any provision of its Articles of
Incorporation or By-laws or (ii) conflict with, constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Guarantor
is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Guarantor is subject (including Federal and state
securities laws and regulations), or by which any material property or asset of
the Guarantor is bound or affected, except in the case of each of clauses (ii)
and (iii), such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as could not, individually or in the aggregate,
have or result in a Material Adverse Effect. The business of the Guarantor is
not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, do not have a Material Adverse Effect.


(d)           Consents and
Approvals. The Guarantor is not required to obtain any consent, waiver, authorization
or order of, or make any filing or registration with, any court or other
federal, state, local, foreign or other governmental authority or other person
in connection with the execution, delivery and performance by the Guarantor of
this Guaranty.


(e)           Purchase
Agreement. The representations and warranties of the Company set forth in
the Purchase Agreement as they relate to such Guarantor, each of which is
hereby incorporated herein by reference, are true and correct as of each time
such representations are deemed to be made pursuant to such Purchase Agreement,
and the Purchaser shall be entitled to rely on each of them as if they were
fully set forth herein, provided, that each reference in each such
representation and warranty to the 



 5
 









Company’s
knowledge shall, for the purposes of this Section 3, be deemed to be a
reference to such Guarantor’s knowledge.


4.             Covenants.  Each Guarantor covenants and agrees with the Purchaser that, from and after the date of this Guarantee until the Obligations shall have been paid in full, such Guarantor shall take, and/or shall refrain from taking, as the case may be, each commercially reasonable action that is necessary to be taken or not taken, as the case may be, so that no Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor.  Additionally, each Guarantor agrees to be bound by the covenants set forth in the Note as if fully set forth herein.
5.             Miscellaneous.


(a)           Amendments in
Writing. None of the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified except in writing by the Purchaser
or the Company.


(b)           Notices. All
notices, requests and demands to or upon the Purchaser or any Guarantor
hereunder shall be affected in the manner provided for in the Purchase
Agreement; provided that any such notice, request or demand to or upon
any Guarantor shall be addressed to such Guarantor at its notice address set
forth on Schedule 5(b).


(c)           No Waiver By
Course Of Conduct; Cumulative Remedies. The Purchaser shall not by any act
(except by a written instrument pursuant to Section 5(a)), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any default under the Transaction Documents or Event of
Default. No failure to exercise, nor any delay in exercising, on the part of
the Purchaser, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Purchaser of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Purchaser would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


(d)           Enforcement Expenses; Indemnification.


(i)                                     Each Guarantor agrees to pay, or reimburse
the Purchaser for, all its costs and expenses incurred in collecting against
such Guarantor under the guarantee contained in Section 2 or otherwise
enforcing or preserving any rights under this Guarantee and the other
Transaction Documents to which such Guarantor is a party, including, without
limitation, the reasonable fees and disbursements of counsel to the Purchaser.


(ii)                                  Each Guarantor agrees to pay, and to save the
Purchaser harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable in 



 6
 









connection
with any of the transactions contemplated by this Guarantee.


(iii)          Each Guarantor agrees to pay, and to save the Purchaser harmless from,
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance
and administration of this Guarantee to the extent the Company would be
required to do so pursuant to the Purchase Agreement.


(iv)          The agreements in this Section shall survive repayment of the Obligations
and all other amounts payable under the Purchase Agreement and the other
Transaction Documents.


(e)           Successor and
Assigns. This Guarantee shall be binding upon the successors and assigns of
each Guarantor and shall inure to the benefit of the Purchaser and their
respective successors and assigns; provided that no Guarantor may assign,
transfer or delegate any of its rights or obligations under this Guarantee
without the prior written consent of the Purchaser.


(f)            Set-Off.
Each Guarantor hereby irrevocably authorizes the Purchaser at any time and from
time to time while an Event of Default under any of the Transaction Documents
shall have occurred and be continuing, without notice to such Guarantor or any
other Guarantor, any such notice being expressly waived by each Guarantor, to
set-off and appropriate and apply any and all deposits, credits, indebtedness
or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by the Purchaser
to or for the credit or the account of such Guarantor, or any part thereof in
such amounts as the Purchaser may elect, against and on account of the
obligations and liabilities of such Guarantor to the Purchaser hereunder and
claims of every nature and description of the Purchaser against such Guarantor,
in any currency, whether arising hereunder, under the Purchase Agreement, any
other Transaction Document or otherwise, as the Purchaser may elect, whether or
not the Purchaser have made any demand for payment and although such
obligations, liabilities and claims may be contingent or unmatured. The Purchaser
shall notify such Guarantor promptly of any such set-off and the application
made by the Purchaser of the proceeds thereof, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of the Purchaser under this Section are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which the
Purchaser may have.


(g)           Counterparts.
This Guarantee may be executed by one or more of the parties to this Guarantee
in any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.


(h)           Severability.
Any provision of this Guarantee which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.



 7
 









(i)            Section Headings. The Section headings used in this Guarantee
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


(j)            Integration. This Guarantee and the other Transaction Documents represent the
agreement of the Guarantors and the Purchaser with respect to the subject
matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Purchaser relative to subject matter
hereof and thereof not expressly set forth or referred to herein or in the other
Transaction Documents.


(k)           Governing Law. THIS GUARANTEE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.


(l)            Submission to Jurisdictional; Waiver.  Each
Guarantor hereby irrevocably and unconditionally:


(i)                                     submits for itself and its property in any
legal action or proceeding relating to this Guarantee and the other Transaction
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, located in New York County, New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof;


(ii)                                  consents that any such action or proceeding
may be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;


(iii)                               agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
such Guarantor at its address referred to in the Purchase Agreement or at such
other address of which the Purchaser shall have been notified pursuant thereto;


(iv)                              agrees that nothing herein shall affect the
right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and


(v)                                 waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section any special, exemplary, punitive or
consequential damages.


(m)          Acknowledgements.  Each
Guarantor hereby acknowledges that:



 8
 









(i)                                     it has been advised by counsel in the
negotiation, execution and delivery of this Guarantee and the other Transaction
Documents to which it is a party;


(ii)                                  the Purchaser have no fiduciary relationship
with or duty to any Guarantor arising out of or in connection with this
Guarantee or any of the other Transaction Documents, and the relationship
between the Guarantors, on the one hand, and the Purchaser, on the other hand,
in connection herewith or therewith is solely that of debtor and creditor; and


(iii)                               no joint venture is created hereby or by the
other Transaction Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Guarantors and the Purchaser.


(n)           Additional Guarantors.  The
Company shall cause each of its subsidiaries formed or acquired on or
subsequent to the date hereof to become a Guarantor for all purposes of this
Guarantee by executing and delivering anAssumption Agreement in the form of
Annex 1 hereto.


(o)           Release of Guarantors. Subject to Section 2(f), each Guarantor
will be released from all liability hereunder concurrently with the repayment
in full of all amounts owed under the Purchase Agreement, the Notes and the
other Transaction Documents.


(p)           Seniority. The Obligations of each of the Guarantors hereunder rank senior in
priority to debt of such Guarantor.


(q)           Waiver of Jury Trial. EACH GUARANTOR
AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASER, HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.



 9
 









IN WITNESS WHEREOF, each of the undersigned has
caused this Guaranteeto be duly executed and delivered as of the date first
above written.


	
  SUBSIDIARY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  SUBSIDIARY

  



 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  SUBSIDIARY

  



 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 



 10
 







SCHEDULE 1
GUARANTORS
The following are the names, notice addresses and jurisdiction of organization of each Guarantor.


	
  NAME

  	
   

  	
  ADDRESS

  	
   

  	
  JURISDICTION 

  OF 

  INCORPORATION

  	
   

  	
  COMPANY 

  OWNED BY 

  PERCENTAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shea Development Corp.

  	
   

  	
  1351 Dividend Drive

  	
   

  	
  Nevada

  	
   

  	
  100

  	
  %

  
	
  

  	
   

  	
  Suite G

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Marietta, GA 30067

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IP Holding of Nevada Corp.

  	
   

  	
  1351 Dividend Drive

  	
   

  	
  Nevada

  	
   

  	
  100

  	
  %

  
	
  

  	
   

  	
  Suite G

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Marietta, GA 30067

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Intellect, Inc.

  	
   

  	
  1351 Dividend Drive

  	
   

  	
  Georgia

  	
   

  	
  100

  	
  %

  
	
  

  	
   

  	
  Suite G

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Marietta, GA 30067

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Riptide Software, Inc.

  	
   

  	
  3452 Lake Lynda Drive

  	
   

  	
  Florida

  	
   

  	
  100

  	
  %

  
	
  

  	
   

  	
  Suite 350

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Orlando, FL 32817

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bravera, Inc.

  	
   

  	
  300 Bucksley Lane

  	
   

  	
  Florida

  	
   

  	
  100

  	
  %

  
	
  

  	
   

  	
  #305

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Daniel Island, SC  29492

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  1801 Robert Fulton Drive

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Suite 250

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Reston, VA 20191

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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Annex
1 to


SUBSIDIARY GUARANTEE


ASSUMPTION AGREEMENT, dated as of July 11, 2007 made by                               ,
a               
corporation (the “Additional Guarantor”), in favor of the Purchaser
pursuant to the Purchase Agreement referred to below. All capitalized terms not
defined herein shall have the meaning ascribed to them in such Purchase
Agreement.


W I T N E S S E T H:


WHEREAS, Shea Development Corp., a Nevada
corporation (the “Company”) and the Purchaser have entered into an Securities
Purchase Agreement, dated as of July 11, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Purchase Agreement”);


WHEREAS, in connection with the Purchase Agreement,
the Company and its Subsidiaries (other than the Additional Guarantor) have
entered into the Subsidiary Guarantee, dated as of            
(as amended, supplemented or otherwise modified from time to time, the “Guarantee”)
in favor of the Purchaser;


WHEREAS, the Purchase Agreement requires the
Additional Guarantor to become a party to the Guarantee; and


WHEREAS, the Additional Guarantor has agreed to
execute anddeliver this Assumption Agreement in order to become a party to the
Guarantee;


NOW, THEREFORE, IT IS AGREED:


1.             Guarantee.  By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 5(n) of the Guarantee, hereby becomes a party to the Guarantee as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule 1 to the Guarantee. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Guarantee is true and correct on and as the date hereof as to such Additional Guarantor (after giving effect to this Assumption Agreement) as if made on and as of such date.
2.             Governing Law.  THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the undersigned has caused this AssumptionAgreement
to be duly executed and delivered as of the date first above written.


	
  

  	
  [ADDITIONALGUARANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



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Exhibit F


Schedule 5(b)


Notices


For any such notice,
request or demand to or upon any Guarantor shall be addressed to such Guarantor
at its notice address set forth:


Shea Development Corp.


1351 Dividend Drive,
Suite G


Marietta, GA 30067


Attn: Francis E. Wilde


Facsimile:
408-516-8239



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