EXHIBIT 10.2


FUNDS ESCROW AGREEMENT


This Agreement is dated
as of the 11th day of July, 2007 among Shea Development Corp., a Nevada
corporation (the “Company”), the Bridgepointe Master Fund Ltd. (the “Bridgepointe”)
and Dunnington, Bartholow & Miller LLP (the “Escrow Agent”):


W  I  T  N  E
S  S  E  T  H:


WHEREAS, the Company and Bridgepointe are
proposing to enter into a Series B Preferred Stock Purchase Agreement calling
for the sale by the Company to Bridgepointe of Series B Preferred Stock and
Warrants for an aggregate purchase price of up to $2,000,000; and


WHEREAS, Bridgepointe and the Company have
agreed that Bridgepointe will deliver to the Escrow Agent simultaneously with
the execution of this Agreement the Subscription Amount listed on Schedule A to
be held by the Escrow Agent pending receipt of a joint letter of instructions
from the Company and Bridgepointe; and


WHEREAS, the Escrow Agent is willing to
serve as escrow agent pursuant to the terms and conditions of this Agreement;


NOW THEREFORE, the parties agree as
follows:


ARTICLE I


INTERPRETATION


1.1.          Definitions.  Capitalized terms used and not otherwise
defined herein that are defined in the Series B Preferred Stock Purchase
Agreement shall have the meanings given to such terms in the Series B Preferred
Stock Purchase Agreement.  Whenever used
in this Agreement, the following terms shall have the following respective
meanings:


·              “Agreement” means this Agreement
and all amendments made hereto and thereto by written agreement between the
parties;


·              “Series
B Preferred Stock Purchase Agreement” means the Series B Preferred Stock
Purchase Agreement (and the exhibits thereto) to be entered into by the Company
and Bridgepointe.


·              “Closing”
means the closing of the Series B Preferred Stock Purchase Agreement and the
transfer of the Subscription amount to the Company.


1.2.          Waivers
and Amendments.  This Agreement may
be amended, modified, superseded, cancelled, renewed or extended, and the terms
and conditions hereof may be waived, only by a written instrument signed by all
parties, or, in the case of a waiver, by the party waiving compliance.  Except as expressly stated herein, no delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any
party of any right, power or privilege hereunder preclude any other or future
exercise of any other right, power or privilege hereunder.



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1.3.          Headings.  The division of this Agreement into articles,
sections, subsections and paragraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement.


1.4.          Law
Governing this Agreement.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to conflicts of laws principles that would result in
the application of the substantive laws of another jurisdiction.  Any action brought by any party against
another party concerning the transactions contemplated by this Agreement shall
be brought only in the state courts of New York or in the federal courts
located in the state of New York.  The
parties agree to submit to the jurisdiction of such courts and waive trial by jury.  The prevailing party (which shall be the
party which receives an award most closely resembling the remedy or action
sought) shall be entitled to recover from the other party its reasonable
attorney’s fees and costs.  In the event
that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.  Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement.


1.5.          Specific
Enforcement, Consent to Jurisdiction. 
The Company and Bridgepointe acknowledge and agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that
the parties shall be entitled to an injuction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof or thereof, this being in addition to any other
remedy to which any of them may be entitled by law or equity.  Subject to Section 1.4 hereof, each of the
Company and Bridgepointe hereby waive, and agree not to assert in any such
suit, action or proceeding, any claim that it or he is not personally subject
to the jurisdiction of such court, that the suit, action or proceeding is
brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper.  Nothing in this
Section shall affect or limit any right to serve process in any other manner
permitted by law.


ARTICLE II


DELIVERIES TO THE ESCROW AGENT


2.1.          Bridgepointe
Delivery.  Simultaneously with
execution of this Agreement, Bridgepointe will deliver to the Escrow Agent the
Subscription Amount set forth on the Schedule attached hereto as Schedule A
(the “Escrowed Funds”).  The Escrowed
Funds will be delivered pursuant to the following wire transfer instructions
(the “Escrow Account”):


	
  Dunnington, Bartholow &
  Miller LLP

  
	
  477 Madison
  Avenue, 12th Floor

  
	
  New York, NY 10022

  
	
  ABA Number: 021000021

  
	
  For Credit to: Dunnington, Bartholow & Miller LLP -
  IOLA

  
	
  Account Number: 777 114895

  



2.2.          Intention
to Create Escrow Over the Escrowed Funds.


(a)           Bridgepointe
and Company intend that the  Escrowed
Funds shall be held in escrow by the Escrow Agent pursuant to this Agreement
for the benefit of Bridgepointe and Company as set forth herein.



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(b)           If the Escrow Agent has not received
a duly signed confirmation of Closing from the Company by August 15, 2007, the
Escrow Agent shall return each Investor’s subscription amount pursuant to wire
instructions provided by each Investor.


(c)           The Escrow Agent will fund/release the
first $1M to the Company on behalf of Bridgepointe Master Fund Ltd. only
upon (1) closing the Bravera, Inc. and Riptide Software, Inc.
acquisitions, (2) upon receipt of the Company receiving/closing an
additional equity/debt infusion of $9M and (3) upon receipt of signed
confirmation of Closing from the Company. In the event that items (1) and (2)
immediately above have not been satisfied by 5:00pm on July 17, 2007, then the
Escrow Agent will return the full $2,000,000 to Bridgepointe Master Fund Ltd.
the following day.


(d)           The Escrow Agent will release the second $1M
to the Company upon the Company closing the KT Consulting, Inc.
acquisition.  If the KT Consulting, Inc. acquisition isn’t closed by
September 15, 2007, then the Escrow Agent shall return the $1M plus interest to
Bridgepointe Master Fund Ltd. on September 16, 2007, in which case BridgePointe
Master Fund Ltd. will return or cause to be returned to the Company the one
million (1 million) shares of Series B Preferred Stock that were to be
purchased with such second $1 million and a proportionate number of the
Warrants (as defined in the Series B Preferred Stock Purchase Agreement) and Initial Dividend Shares (as defined in
the Certificate of Designation).


2.3.          Escrow
Agent’s Delivery of Escrowed Funds. 
The Escrow Agent shall hold and release the Escrowed Funds only pursuant
to written instructions received from Bridgepointe and Company and in
accordance with the terms and conditions of this Agreement.


ARTICLE III


CONCERNING THE ESCROW
AGENT


3.1.          Duties and Responsibilities of the
Escrow Agent.  The Escrow Agent’s
duties and responsibilities shall be subject to the following terms and
conditions:


(a)           Bridgepointe
and Company acknowledge and agree that the Escrow Agent (i) shall be obligated
only for the performance of such duties as are specifically assumed by the
Escrow Agent pursuant to this Agreement; (ii) may rely on and shall be
protected in acting or refraining from acting upon any written notice,
instruction, instrument, statement, request or document furnished to it
hereunder and believed by the Escrow Agent in good faith to be genuine and to
have been signed or presented by the proper person or party, without being
required to determine the authenticity or correctness of any fact stated
therein or the propriety or validity or the service thereof; (iii) may assume
that any person believed by the Escrow Agent in good faith to be authorized to
give notice or make any statement or execute any document in connection with
the provisions hereof is so authorized; and (iv) may consult counsel
satisfactory to Escrow Agent, the opinion of such counsel to be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by Escrow Agent hereunder in good faith and in accordance with the
opinion of such counsel.


(b)           Bridgepointe and Company acknowledge
that the Escrow Agent is acting solely as a stakeholder at their request and
that the Escrow Agent shall not be liable for any action taken by Escrow Agent
in good faith and reasonably believed by Escrow Agent to be authorized or
within the rights or powers conferred upon Escrow Agent by this Agreement.  Bridgepointe and Company, jointly and
severally, agree to indemnify and hold harmless the Escrow Agent and any of
Escrow Agent’s partners, employees, agents and representatives for any action
taken or omitted to be taken by Escrow Agent or any of them hereunder,
including the fees of outside counsel and other costs and expenses of 



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defending itself
against any claim or liability under this Agreement, except in the case of
gross negligence or willful misconduct on Escrow Agent’s part committed in its
capacity as Escrow Agent under this Agreement. 
The Escrow Agent shall owe a duty only to Bridgepointe and Company under
this Agreement and to no other person.


(c)           The
Company agrees to reimburse the Escrow Agent for outside counsel fees, to the
extent authorized hereunder and incurred in connection with the performance of
its duties and responsibilities hereunder.


(d)           The Escrow Agent may
at any time resign as Escrow Agent hereunder by giving five (5) days prior
written notice of resignation to the Bridgepointe and the Company.  Prior to the effective date of the
resignation as specified in such notice, Bridgepointe and Company will issue to
the Escrow Agent a Joint Instruction authorizing delivery of the Escrowed Funds
to a substitute Escrow Agent selected by the Bridgepointe and Company.  If no successor Escrow Agent is named by the
Bridgepointe and Company, the Escrow Agent may apply to a court of competent
jurisdiction in the State of New York for appointment of a successor Escrow
Agent, and to deposit the Escrowed Funds with the clerk of any such court.


(e)           The
Escrow Agent does not have and will not have any interest in the Escrowed
Funds, but is serving only as Escrow Agent, having only possession
thereof.  The Escrow Agent shall not be
liable for any loss resulting from the making or retention of any investment in
accordance with this Escrow Agreement.


(f)            This
Agreement sets forth exclusively the duties of the Escrow Agent with respect to
any and all matters pertinent thereto and no implied duties or obligations
shall be read into this Agreement.


(g)           The
Escrow Agent shall be permitted to act as counsel for the Company in any
dispute as to the disposition of the Escrowed Funds, in any other dispute
between Bridgepointe and Company, whether or not the Escrow Agent is then
holding the Escrowed Funds and continues to act as the Escrow Agent hereunder.


(h)           The
provisions of this Section 3.1 shall survive the resignation of the Escrow
Agent or the termination of this Agreement.


3.2.          Dispute
Resolution: Judgments.  Resolution of
disputes arising under this Agreement shall be subject to the following terms
and conditions:


(a)           If
any dispute shall arise with respect to the delivery, ownership, right of
possession or disposition of the Escrowed Funds, or if the Escrow Agent shall
in good faith be uncertain as to its duties or rights hereunder, the Escrow
Agent shall be authorized, without liability to anyone, to (i) refrain from
taking any action other than to continue to hold the Escrowed Funds pending receipt
of a Joint Instruction from Bridgepointe and Company, or (ii) deposit the
Escrowed Funds with any court of competent jurisdiction in the State of New
York, in which event the Escrow Agent shall give written notice thereof to the
Bridgepointe and the Company and shall thereupon be relieved and discharged
from all further obligations pursuant to this Agreement.  The Escrow Agent may, but shall be under no
duty to, institute or defend any legal proceedings which relate to the Escrowed
Funds.  The Escrow Agent shall have the
right to retain counsel if it becomes involved in any disagreement, dispute or
litigation on account of this Agreement or otherwise determines that it is
necessary to consult counsel.


(b)           The
Escrow Agent is hereby expressly authorized to comply with and obey any Court
Order.  In case the Escrow Agent obeys or
complies with a Court Order, the Escrow Agent shall 



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not be liable to Bridgepointe and
Company or to any other person, firm, corporation or entity by reason of such
compliance.


ARTICLE IV


GENERAL MATTERS


4.1.          Termination.  This escrow shall terminate upon the release
of all of the Escrowed Funds or at any time upon the agreement in writing of
the Bridgepointe and Company.


4.2.          Notices.   All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile,
addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. 
Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur.  The addresses for such communications shall
be:


(a)           If to the Company, to:


	
  Attn: Francis E. Wilde,
  Chairman and CEO

  	
   

  	
   

  
	
  Shea Development
  Corp.

  	
   

  	
   

  
	
  1351 Dividend
  Drive, Suite G

  	
   

  	
   

  
	
  Marietta, GA
  30067

  	
   

  	
   

  
	
  Phone:

  	
  770-919-2209

  	
   

  	
   

  
	
  Fax:

  	
  678-391-7515

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Robert T.
  Lincoln, Esq.

  	
   

  	
   

  
	
  Dunnington,
  Bartholow & Miller LLP

  	
   

  	
   

  
	
  477 Madison
  Avenue, 12th Floor

  	
   

  	
   

  
	
  New York, NY
  10022

  	
   

  	
   

  
	
  Phone:

  	
  212-682-8811

  	
   

  	
   

  
	
  Fax:

  	
  212-661-7769

  	
   

  	
   

  



(b)           If
to the Bridgepointe, to:


	
  Bridgepointe Master Fund Ltd.

  	
   

  	
   

  
	
  1120 Sanctuary
  Parkway

  	
   

  	
   

  
	
  Suite 325

  	
   

  	
   

  
	
  Alpharetta,
  GA 30004

  	
   

  	
   

  
	
  Phone:

  	
  1-770-640-8130

  	
   

  	
   

  
	
  Fax:

  	
  1-770-777-5844

  	
   

  	
   

  



 



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(c)           If
to the Escrow Agent, to:


	
  Dunnington, Bartholow &
  Miller LLP

  	
   

  	
   

  
	
  477 Madison Avenue, 12th Floor

  	
   

  	
   

  
	
  New York, NY 10022

  	
   

  	
   

  
	
  Phone:

  	
  212-682-8811

  	
   

  	
   

  
	
  Fax:

  	
  212-661-7769

  	
   

  	
   

  



or to such other address as any of them
shall give to the others by notice made pursuant to this Section 4.2.


4.3.          Interest.  The Escrowed Funds shall not be held in an
interest bearing account nor will interest be payable in connection therewith.


4.4.          Assignment;
Binding Agreement.  Neither this
Agreement nor any right or obligation hereunder shall be assignable by any
party without the prior written consent of the other parties hereto.  This Agreement shall enure to the benefit of
and be binding upon the parties hereto and their respective legal
representatives, successors and assigns.


4.5.          Invalidity.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal, or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way impaired thereby, it being intended that all of the rights and privileges
of the parties hereto shall be enforceable to the fullest extent permitted by
law.


4.6.          Counterparts/Execution.  This Agreement may be executed in any number
of counterparts and by different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.  This Agreement may be executed by facsimile
transmission and delivered by facsimile transmission.


4.7.          Agreement.  Each of the undersigned states that he has
read the foregoing Escrow Agreement and understands and agrees to it.


IN WITNESS
WHEREOF, the undersigned have executed this Funds Escrow Agreement as of the
date first written above.


	
   

  	
  SHEA DEVELOPMENT CORP.

  
	
   

  	
  the “Company”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRIDGEPOINTE
  MASTER FUND LTD:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 



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  ESCROW AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dunnington,
  Bartholow & Miller LLP

  



 



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SCHEDULE
A


SCHEDULE OF BRIDGEPOINTE


	
  BRIDGEPOINTE MASTER FUND
  LTD.

  	
   

  	
  1120
  Sanctuary Parkway

  Suit 325

  Alpharetta, GA 30004

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
   

  	
   

  	
  $

  	
  2,000,000

  	
   

  



 



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