EXHIBIT
10.4


SENIOR MANAGEMENT
EMPLOYMENT AGREEMENT


This SENIOR MANAGEMENT  EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of July 15, 2007 by and between Bravera, Inc., a
Florida corporation (the “Company”), and Christopher Watson, an employee of the
Company (“Employee”).


RECITAL:


WHEREAS, the Company and Employee desire to
enter into a written agreement for the Company’s employment of Employee as an
employee, on the terms specified herein.


NOW, THEREFORE, in consideration of the mutual promises,
agreements and mutual covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree
as follows:


1.           Employment.  The Company hereby employs Employee, and
Employee hereby accepts employment with the Company, upon the terms and subject
to the conditions set forth in this Agreement.


2.           Position
and Duties.  Employee shall be
employed as the Chief Sales Officer and the Chief Marketing Officer of the
Company and shall report directly to the CEO of the Company’s parent company,
Shea Development Corporation.  Employee
shall also serve in such additional capacities as may be assigned to him from
time to time by the Board of Directors of the Company (the “Board”).  Employee shall devote substantially all of
his business time, attention, skill and best efforts to the diligent
performance of his duties hereunder; provided, however, that while employed by
the Company, the Employee shall be able to engage in Outside Activities
(hereinafter defined).


3.           Term.  The term of employment hereunder shall
commence as of the date hereof (the “Commencement Date”) and shall continue for
a period of three (3) years unless sooner terminated in accordance with the
provisions of this Agreement (the “Term”).


4.           Compensation.  As compensation for all services rendered by
Employee under this Agreement, the Company shall pay Employee compensation as
follows:


a.             Annual
Salary.  For all services rendered by
Employee during his employment under this Agreement, beginning on the
Commencement Date, the Company shall pay Employee an annual salary of $250,000,
payable in installments every two (2) weeks in accordance with the Company’s
standard payroll policies, subject to annual increases of five percent (5%)
throughout the Term.  Each such increase
shall become effective on each annual anniversary date of the Commencement
Date, for each year throughout the Term.


b.             Taxes
and Withholdings.  All taxes and governmentally
required withholdings, and such additional withholdings as requested by
Employee, if any, shall be deducted from any amount paid by the Company to
Employee hereunder, all in conformity with applicable laws.













c.             Employee
is an Officer of the Company and shall receive such Restricted Stock Grants as
are granted to all Officers of the Company as determined from time to time by
the Board, in such amount as is proportionate to Employee’s position as an
Officer of the Company.


5.           Benefits
and Fringes.


a.            Benefits. 
During the Term, Employee shall be eligible to participate in the
Company’s standard benefits for key executives of the Company in accordance
with the Company’s policies.


b.            Vacation.  Employee shall be entitled to four (4) weeks
of paid vacation in each calendar year during the Term in accordance with the
Company’s policies.  Employee shall take
vacations at such time or times as shall be reasonable as mutually determined
by Employee and the parent company’s CEO, based upon the Employee’s current
duties.


c.            Other.
Employee shall be entitled to receive from the Company the following items and
service according to policies and practices established by Company from time to
time:


A Corporate Credit Card;


A Cell Phone;


High Speed Internet Service; and


A Laptop Computer


d.            Expenses
Reimbursement.  The Company shall
reimburse Employee for all reasonable substantiated expenses incurred by
Employee during the Term in the course of performing Employee’s duties under
this Agreement that are consistent with the Company’s policies in effect from
time to time with respect to travel, entertainment and other business expenses,
including cellular phone charges and mileage related to Company business,
subject to the Company’s requirements applicable generally with respect to
reporting and documentation of such expenses. 
Expenses shall be reimbursed in accordance with the Company’s policies
in effect from time to time.


e.            Aviation.  Employee shall be permitted to use his
personal aircraft, a Columbia 400, to travel on Company business and for the
use of such aircraft the Company will reimburse Employee Three Hundred Dollars
($300.00) per hour promptly upon Employee’s submission of documentation
evidencing such expenses.  Employee
covenants and agrees that he will not use the aircraft for transporting other
Company employees on Company business, except that one other Company employee
may be carried if that employee is a rated pilot.  In order to use the aircraft and obtain the
reimbursement provided for herein, Employee shall maintain at least Two Million
Five Hundred Thousand Dollars ($2,500,000.00) of aviation insurance coverage on
the aircraft.


6.            Severance.  Upon termination of his employment by the
Company, Employee shall be entitled to the following:



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a.             For “Cause”.  If the Company terminates Employee’s
employment with the Company for “Cause” (as hereinafter defined”, Employee
shall be entitled to receive any compensation and benefits due him through the
Termination Date (hereinafter defined).


b.            If the Employee’s
employment with the Company terminates for any other reason, including a
termination without “Cause” pursuant to Section 8, upon death or disability
pursuant to Section 9, by Employee pursuant to Section 10, by mutual agreement
of Employee and the Company pursuant to Section 11or by failure of a successor
to continue Employee’s employment following a Change in Control (hereinafter
defined), then: all earnout and other consideration due Employee under that certain
Merger Agreement dated April 26, 2007 and due Employee’s affiliate,
Intellectus, LLC, under that certain Software License and Assets Purchase
Agreement dated as of even date herewith shall be accelerated and paid on the
Termination Date.  If the Employee’s
employment with the Company terminates for any reason other than for “Cause” or
by mutual agreement of Employee and the Company pursuant to Section 11,
including a termination without “Cause” pursuant to Section 8, upon death or
disability pursuant to Section 9, by Employee pursuant to Section 10 or by
failure of a successor to continue Employee’s employment following a Change in
Control (hereinafter defined), then Employee shall receive the following: (i) an amount equal to one (1) year of Employee’s
salary, at the rate in effect as of the date of the notice of termination, (ii)
a pro rated portion of any and all performance bonuses to which Employee would
have been entitled as if Employee had remained employed by Company and achieved
all goals and objectives under Section 4(c) for the year as well as the quarter
in which such termination occurs, (iii) all performance bonuses to which
Employee would have been entitled as if Employee had remained employed by
Company and achieved all goals and objectives under Section 4(c) and all
benefits for a period of six (6) months after the Termination Date, and (iv)
the same medical coverage Employee carried while an active employee at Company’s
expense for a period of six (6) months after the Termination Date, after which
Employee will be eligible under Part 6 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974, as amended (“COBRA”) to continue such
coverage at his own expense.  All of the
foregoing shall be payable in accordance with the Company’s then effective
payroll schedule applicable to Employee. 
All such payments shall be in full settlement and discharge of the
Company’s obligation to Employee, and the obligation of the Company to make
such payments shall be conditioned upon the execution by Employee of a
separation and release agreement in a form satisfactory to the Company and
reasonably acceptable to Employee.


7.           Termination
by Company for Cause.  The Company
shall have the right at any time to terminate the employment of Employee for
Cause effective immediately (such date of termination, the “Termination Date”)
by delivering to Employee a written notice specifying such Cause.  If the Company exercises such right, in full
settlement and discharge of the Company’s obligation to Employee, the Company
shall make a payment to Employee in a lump sum amount equal to all compensation
accrued and unpaid as of the Termination Date and the Company’s obligation
under this Agreement to make any further payments to Employee shall thereupon
cease and terminate.  This Section 7 in
no way limits the Company’s right to terminate Employee’s employment without
cause pursuant to Section 8 of this Agreement. 
As used herein, the term “Cause” means (i) willful misconduct or gross
negligence of Employee in the performance of his duties and services to the
Company or any of its subsidiaries; (ii) the 



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commission of a felony, whether or not committed in
the course of performing services for the Company or any of its subsidiaries;
(iii) Employee’s deliberate dishonesty or breach of fiduciary duty owed to the
Company or its subsidiaries; (iv) the commission by Employee in the course of
performing any services for the Company or any of its subsidiaries of
embezzlement, theft or any other criminal act; (v) the intentional and
unauthorized disclosure by Employee of any material trade secret or material
confidential information of the Company or any of its subsidiaries; (vi) the
intentional commission by Employee of an act which constitutes unfair
competition with the Company or any of its subsidiaries, including, without
limitation, inducing any employee or customer of the Company to breach a
contract with the Company or any of its subsidiaries; (vii) the repeated
refusal or failure by Employee to comply with any policies of the Company or
any lawful directives of the Board of Directors of the Company; or (viii) the
intentional and material breach by Employee of any contract to which the
Company and Employee are parties, which material breach remains uncured by
Employee for a period of ten (10) days after the Company has given Employee
written notice thereof.


8.           Termination
by Company Without Cause.  The
Company shall have the right at any time and for any reason or for no reason to
terminate the employment of Employee and this Agreement without cause effective
immediately upon written notice to Employee


9.           Termination
Upon Death or Disability.  The
Company may terminate the employment of Employee and this Agreement effective
upon notice to Employee (or his heirs or legal representatives, as the case may
be) if Employee either dies or is disabled. 
As used herein, the term “disabled” shall mean the inability or failure
of Employee to perform the essential functions of the position with or without reasonable accommodation as a result
of a mental or physical disability for a period of ninety (90) or more days
consecutive days during any twelve (12) month period, all as determined in good
faith by the Board of Directors of the Company.


10.         Termination
by Employee.


a.             Employee
may terminate his employment under this Agreement at any time upon thirty (30)
days written notice to the Company, as provided in Section 18(e) of this
Agreement.  Employee, at the request of
the Company and for a period not to exceed such thirty (30) days as requested
by the Company, shall continue to render his services in accordance with this
Agreement and shall be paid his regular salary and receive his normal benefits
up to the Termination Date.


b.            Employee may terminate
his employment with the Company under this Agreement at any time for Good
Reason (as defined below).  The term “Good
Reason” means Employee’s resignation
as an Employee of the Company as a result of (i) the Company materially
violating any of its obligations to Employee
under this Agreement or any other agreement of the Company or its
affiliates to which the Employee or
any affiliate of Employee (including, Intellectus, LLC) is a party,
(ii)  a substantial change in Employee’s
duties to which Employee does
not consent, (iii)  a decrease in Employee’s salary or performance bonuses to which Employee does not consent, or
(iv) the Company failing to enter into a new employment agreement with the
Employee not later than thirty (30) days prior to the expiration of the Term of
this Agreement, on terms and subject to conditions substantially identical to
or, with respect to the Employee, more favorable than the terms and conditions
set forth in this Agreement.  Such 



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termination
for Good Reason shall only be effective if Employee gives the Company a minimum
of thirty (30) days’ written notice, provided that the occurrence of such
violation shall have occurred within the sixty (60) day period preceding such
notice and that the Company shall have failed to cure such violation within
thirty (30) days after receipt of such notice.


11.         Mutual Termination.


If both Company and
employee decide mutually to terminate his employment under this Agreement at
any time upon thirty (30) days’ written notice to the Company, as provided in
Section 18(e) of this Agreement. 
Employee, at the request of the Company and for a period not to exceed
such thirty (30) days as requested by the Company, shall continue to render his
services in accordance with this Agreement and shall be paid his regular salary
and receive his normal benefits for up to two (2) years.


12.         Post- Termination
Licensing.


If the Employee’s
employment with the Company terminates pursuant to Sections 8, 10(a), 10(b) or
11, the Company shall grant the Employee a non-exclusive, perpetual code-stream
license, in written form that is reasonably satisfactory to the Company, to
market, copy, sublicense, modify, customize, translate, adapt, publish, display
or create derivative works of the then current versions of the software listed
on Exhibit A, attached
hereto and incorporated herein by this reference (the “Software”) and its
derivative works, in exchange for a royalty fee of ten percent (10%) of the
gross revenues received by Employee (or any affiliate of Employee) from sales
of the Software or its derivative works, which shall be paid to the Company on
a quarterly basis.  The aforementioned
license agreement shall provide the Company with the right to review and audit
revenues derived by Employee from the Software and its derivative works.  Both Parties mutually agree, and the
aforementioned license agreement shall provide, that beginning on that date
which is the last day of the sixth complete calendar month after the month in
which the Termination Date occurs, the Company shall have an option, for a
period of        (     )
years to license back any and all derivative works Employee has created from
the Software in exchange for a royalty fee of ten percent (10%) of the gross
revenues received by the Company or its affiliates, successors or assigns, from
sales of the Software or its derivative works, which shall be paid to the
Employee on a quarterly basis.  The
aforementioned license agreement shall provide the Employee with the right to
review and audit revenues derived by the Company (or its affiliates, successors
or assigns) from the Software and its derivative works.  In either case, the Employee and the Company
shall each commit in writing pursuant to the licensing agreements set forth in
this section that neither will sell license maintenance or help desk services
to the customers of the other party without prior written consent from the
other party.


13.         Consideration
Due Under Other Agreements.


Termination of the Employee’s employment by the
Company, whether under Sections 7, 8, 9, 10(a) or (b) or 11 of this Agreement
and whether separation is voluntary or involuntary and with or without Cause,
shall not affect in any respect the consideration (cash and/or common stock or
warrants to purchase common stock) due Employee under any agreement with the
Company or 



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any affiliate of the Company, including, without
limitation, that certain Merger Agreement dated April 26, 2007 and that certain
License and Assets Purchase Agreement of even date with this Agreement.


14.         Covenants of
Confidentiality and Non-Competition


a.             Definitions.  As used in this Agreement, the following
terms shall have the meanings specified below:


“Person” shall
mean any individual, corporation, partnership, association, unincorporated
organization or other entity.


“Termination
Date” shall mean the last day Employee is employed by Company, whether
separation is voluntary or involuntary and with or without Cause.


“Confidential
Information” shall mean information relating to Company’s customers, suppliers,
distributors, operations, finances, and business that derives value from not
being generally known to other Persons, including, but not limited to,
technical or non technical data, formulas, patterns, compilations (including
compilations of customer information), programs (including computer programs
and software), devices, methods, techniques, drawings, processes, financial
data (including sales and sales forecasts), and lists of actual or potential
customers or suppliers (including identifying information about those
customers), without regard to form and whether or not reduced to writing.  Confidential Information includes information
owned or disclosed to Company by third parties that Company treats as or is
obligated to maintain as confidential. 
Confidential Information subject to this Agreement may include
information that is not a trade secret under applicable law, but information
not constituting a trade secret shall only be treated as Confidential
Information under this Agreement for a one-year period after the Termination
Date.


“Competing
Business” shall mean any one or more of the following: (i) the Company’s
Business, or (ii) any other business in which the Company or its subsidiaries
develops an intention, with full knowledge of Employee, to engage on or before
the Termination Date and (a) for which the Company or its subsidiaries prepared
an existing business plan or study on or before the Termination Date, or (b)
for which the Board of Directors of the Company, with the knowledge of
Employee, commissioned a business plan or study on or before the Termination
Date.


“Company’s
Business” Company’s Business means the business of offering comprehensive
software solutions and strategies internationally through custom programming,
consulting, and off-site software development throughout the Territory.


“Company’s
Products” means the products of the Company related to the Company’s Business.



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“Outside
Activities” means Employee’s pursuit of any work or project that is not
competitive with the Company’s Business and, in the reasonable judgment of the
Employee, is complimentary to the Company’s Business, with respect to which, on
a weekly basis, during each work week, Employee may devote up to six (6) hours
of time that otherwise would be spent by Employee on Company Business and any
non-employment time as determined by the Employee.


“Territory”
means the United States and, with respect to any country other than the United
States, any state or province in which the Company sells products.


b.            Confidential
Information.  Employee shall use his best
efforts to protect Confidential Information. 
At all times, both during and after Employee’s employment, Employee will
not use, reproduce or disclose any Confidential Information, except as may be
necessary in connection with work for Company.


c.             Return of
Materials.  On the Termination Date or
for any reason or at any time at Company’s request, Employee will deliver
promptly to Company all materials, documents, plans, records, notes, or other
papers or electronically-stored materials and any copies in Employee’s
possession or control relating in any way to Company’s Business, which at all
times shall be the property of Company.


d.            Disparagement.  Employee shall not at any time make false,
misleading or disparaging statements about the Company, including its products,
services, management, employees, and customers. 
The Company shall not make false, misleading or disparaging statements
about Employee.


e.             Non-Solicitation of
Customers.  Employee agrees that, for a
period of twelve (12) months
following the Termination Date, Employee shall not, directly or indirectly,
solicit, or assist in the solicitation of, any Person who is, or was during the
period of Employee’s employment with Company, a customer of Company, including
actively sought prospective customers, with whom Employee had personal business
contact with during his employment with the Company.


f.             Non-Solicitation of
Employees, Consultants and Contractors. 
Employee agrees that, for a period of twelve (12) months following the Termination Date, Employee
shall not, directly or indirectly, solicit or induce, or attempt to solicit or
induce, Persons who were employees, consultants or independent contractors of
the Company at the time of Employee’s employment with Company, or who continue
to be employed or engaged by Company, or with whom Employee had personal
business contact with during his employment with the Company, to leave their
employment or engagement with the Company.


g.            Covenant Against
Competition.  Employee covenants and
agrees with the Company that, except on behalf of Company, at any time during
the period of his employment with Company and continuing for a period of twelve (12) months after the
Termination Date, Employee will not in
any manner (other than as an employee of or as a consultant to Company),
directly or by assisting others, engage
in or perform for any Competing Business in the Territory 



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any of the
specific duties or activities which Employee performed for the Company during
his employment.  Employee further agrees
that during the period of his employment with the Company and continuing for a
period of twelve
(12) months after the Termination Date, Employee will not own or invest
in any Competing Business; except that Employee may own securities of the
Company or acquire either directly or indirectly and solely as an investment,
up to five percent (5%) of the securities of any Competing Business issuer that
is publicly traded on any United States national securities exchange or quoted
on the NASDAQ system.  During the Term,
the Employee may engage in Outside Activities.


Since the Company
may be irreparably damaged if the provisions of Sections 14 (e), (f), and (g)
are not specifically enforced, in the event of a breach or threatened breach of
any of the terms thereof by the Employee, in addition to any other remedy that may
be available to it, the Company shall be entitled to injunctive relief without
showing that monetary damages will not provide an adequate remedy.


h.            Prior Agreements.  Employee warrants that Employee is not under
any obligation, contractual or otherwise, limiting or affecting Employee’s
ability or right to render to Company the services for which Employee has been
or is being hired. Upon execution of this Agreement, Employee will give Company
a copy of any agreement, or notify Company in writing of any agreement if a
written agreement is not available, with a prior employer or other Person
purporting to limit or affect Employee’s ability or right to render to Company
the services for which Employee has been or is being hired, to solicit
customers or potential customers, or to use any type of information.


i.              Future
Employment Opportunities.  At any time
before, and for six (6) months after,
the Termination Date, Employee upon accepting any employment with another
Person, shall provide Company with the employer’s name and a general
description of the services Employee will provide.


j.              Tolling.  In the event the enforceability of any terms
of this Section 14 are challenged in a lawsuit instituted during the Term or
for a period of twelve (12) months following the Termination Date and Employee
is not enjoined from breaching any of the protective covenants, then if a court
of competent jurisdiction finds that the challenged protective covenant is
enforceable, the time period shall be tolled during the pendency of the lawsuit
until the dispute is finally resolved and all periods of appeal have expired.


k.             Survival.  If any of the covenants contained in this
Section 14, or any part hereof, are held to be unenforceable because of the
duration of such provision or the area covered thereby, or for any other
over-inclusiveness, the Parties agree that the duration of such provision or
the area covered thereby or such other over-inclusiveness shall be
automatically reduced to the maximum scope permitted by law, and that, in its
reduced form, said provision shall then be fully enforceable.  If any provision contained in this Section 14
(or any part thereof) is construed to be invalid or unenforceable, the same
shall not affect the remainder of the provision or provisions which shall be
given full effect without regard to the invalid portions.


l.  Outside Activities.  The foregoing terms and conditions of this
Section 14 shall not be 



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construed to
prohibit Employee from engaging in Outside Activities.


15.         Work
For Hire Acknowledgment; Assignment. 
Employee and Company each acknowledge and agree that Employee’s Outside
Activities do not constitute “work for hire”. 
Employee, however, acknowledges that except for any Outside Activities
that may relate to the Company’s Business or the Company’s Products, which
shall be excluded from the definition of “works for hire” hereunder, Employee’s
work on and contributions to documents, programs, and other expressions in any
tangible medium that relate to the Company’s Business or the Company’s Products
(collectively, “Works”) beginning on the date of employment and thereafter
through the Termination Date are within the scope of Employee’s employment and
part of Employee’s duties and responsibilities. 
Employee’s work on and contributions to the Works will be rendered and
made by Employee for, at the instigation of, and under the overall direction
of, Company, and are and at all times shall be regarded, together with the
Works, as “work made for hire” as that term is used in the United States
Copyright Laws.  Without limiting this
acknowledgment, Employee assigns, grants, and delivers exclusively to Company
all rights, titles, and interests in and to any Works, and all copies and
versions, including all copyrights and renewals.  Employee will execute and deliver to Company,
its successors and assigns, any assignments and documents Company requests for
the purpose of establishing, evidencing, and enforcing or defending its
complete, exclusive, perpetual, and worldwide ownership of all rights, titles,
and interests of every kind and nature, including all copyrights, in and to the
Works, and Employee constitutes and appoints Company as his agent to execute
and deliver any such assignments or documents Employee fails or refuses to
execute and deliver, this power and agency being coupled with an interest and
being irrevocable.


16.         Inventions,
Ideas and Patents.  Employee and
Company each acknowledge and agree that the Company intends for the Employee to
engage in Outside Activities.  Employee
acknowledges shall disclose promptly to Company (which shall receive it in
confidence), and only to Company, any invention or idea of Employee (developed
alone or with others) that relates to the Company’s Business or the Company’s
Products, whether made or conceived during Employee’s employment with the
Company or pursuant to an Outside Activity.


a.             Any
such invention or idea relating to the Company’s Business or the Company’s
Products made or conceived during Employee’s employment with the Company shall
be the property of the Company; provided, however, that following the date
which is six (6) months after the Termination Date, upon request from the
Employee, the Company shall grant the Employee a non-exclusive, perpetual
license, in written form that is reasonably satisfactory to the Company, to
market, copy, sublicense, modify, customize, translate, adapt, publish, display
or create derivative works with respect thereto, in exchange for a royalty fee
of ten percent (10%) of the gross revenues received by Employee (or any
affiliate of Employee) from sales generated therefrom, which shall be paid to
the Company on a quarterly basis.


b.            Any such
invention or idea relating to the Company’s Business or the Company’s Products
made or conceived during or pursuant to an Outside Activity shall be the
property of the Employee; provided, however, that upon request from the
Company, the Employee shall grant the Company a non-exclusive, perpetual
license, in written form that is reasonably satisfactory to the Company, to market,
copy, sublicense, modify, customize, translate, adapt, 



 9
 









publish, display
or create derivative works with respect thereto, in exchange for a royalty fee
of ten percent (10%) of the gross revenues received by the Company (or any
affiliate of the Company) from sales generated therefrom, which shall be paid
to the Employee on a quarterly basis.


17.         Both
Parties mutually agree, and the aforementioned license agreement shall provide,
that beginning on that date which is the last day of the sixth complete calendar
month after the month in which the Termination Date occurs, the Company shall
have an option, for a period of 3 years to license back any and all derivative
works Employee has created from the Software in exchange for a royalty fee of
ten percent (10%) of the gross revenues received by the Company or its
affiliates, successors or assigns, from sales of the Software or its derivative
works, which shall be paid to the Employee on a quarterly basis


18.         Representations
and Disclosures.  Employee represents
and warrants that he has the legal capacity to execute and deliver this
Agreement, and that the execution, delivery and performance of this Agreement
by the Employee will not violate any agreement made by the Employee or to which
the Employee is subject.  Employee
represents and warrants that there are no inventions or ideas of which Employee
claims ownership as of the date of this Agreement other than the inventions or
ideas described on Appendix 1.  If no inventions or ideas are listed on Appendix 1, Employee represents that
there are no such inventions or ideas at the time of signing this
Agreement.  Employee represents and
warrants that performance of all the terms of this Agreement will not breach
any agreement to keep in confidence proprietary information acquired by
Employee in confidence or in trust prior to the execution of this
Agreement.  Employee has not entered
into, and Employee agrees not to enter into, any agreement either written or
oral that conflicts with Employee’s employment or Employee’s performance under
this Agreement.  Except as described on Appendix 1, Employee is not bound by
any agreement regarding confidentiality or ownership of intellectual property
with any person or entity other than the Company.  Employee agrees not to disclose to the
Company or use on its behalf any confidential information belonging to others
that is known to have been improperly acquired or acquired from a Person known
to be subject to a duty not to disclose it.


19.         Continuing
Employment Upon a Change of Control. 
Upon the occurrence of a Change of Control (as defined below), the
Company covenants that it shall cause the acquiring company to offer Employee
an employment agreement containing (i) an employment period of not less than
one (1) year, (ii) duties and responsibilities consistent with Employee’s then
current position in the Company and (iii) such other terms consistent with and
comparable to the terms set forth in this Agreement, as and if amended, in all
material respects, including without limitation, compensation and
benefits.  Such employment agreement will
not require relocation unless mutually agreed upon by the Company and
Employee.  If the acquiring company fails
to offer Employee an employment agreement containing such terms, then Employee
shall be entitled to a lump sum severance in an amount not less than twice
Employee’s aggregate compensation (including salary, bonuses, and commission,
whether or not paid) for the prior twelve (12) month period (or if Employee has
not been employed by the Company for twelve (12) months, then sums earned by
Employee during such period shall be extrapolated to cover a twelve (12) month
period), plus the continuation of all benefits for a period of twelve (12)
months after the Termination Date.  If
the acquiring company terminates Employee’s employment or if Employee 



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terminates employment for Good Reason within one (1)
year after the Change of Control, then Employee shall be entitled to a lump sum
severance in an amount equal to the lump sum severance Employee would have
received in the prior sentence, plus the continuation of all benefits for a
period of twelve (12) months after the Termination Date.  The provisions of this Section 19 shall be
binding upon and enforceable against all successors and assigns of the
Company.  A “Change of Control” shall be
deemed to have occurred after (a) the sale of all or substantially all of the
assets of the Company, whether in a single transaction or in a series of
transactions occurring within any single twelve (12) month period, (b) the
sale by one or more shareholders of the Company, in a single transaction or in
a series of transactions occurring within any single twelve (12) month period,
of more than fifty percent (50%) of the issued and outstanding capital stock of
the Company to any individual, corporation, trust or other entity; or
(c) a merger, reorganization, exchange of stock or other securities, or
other business combination between the Company and another individual,
corporation, trust or other entity comprised of a single transaction or a
series of transactions occurring within any single twelve (12) month period,
resulting in any individual, corporation, trust or other entity owning more
than fifty percent (50%) of the issued and outstanding capital stock of the
Company.


20.         Interpretation;
Severability.  Rights and
restrictions in this Agreement may be exercised and are applicable only to the
extent they do not violate any applicable laws, and are intended to be limited
to the extent necessary so they will not render this Agreement illegal, invalid
or unenforceable.  If any term shall be
held illegal, invalid or unenforceable by a court of competent jurisdiction,
the remaining terms shall remain in full force and effect.  This Agreement does not in any way limit
Company’s rights under the laws of agency, fiduciary obligation, unfair
competition, trade secret, copyright, patent, trademark or any other applicable
law(s), or under any other agreement or instrument, all of which are in
addition to rights under this Agreement. The existence of a claim by Employee,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to Company’s enforcement of this Agreement.


21.         Remedies
for Breach.  Notwithstanding any
other provisions set forth herein, Employee understands and agrees that any
breach of this Agreement may cause the Company great and irreparable harm and
that it would be difficult or impossible to establish the full monetary value
of such damage. Consequently:


Employee covenants and agrees that any breach
by Employee of the Agreement during Employee’s employment with the Company
shall be grounds for disciplinary actions up to and including dismissal of
Employee for Cause.


Employee further covenants and agrees that in
the event of any Employee breach of this Agreement, Employee consents to the
entry of appropriate preliminary and permanent injunctions in a court of
appropriate jurisdiction, without the posting of a bond or other security, in
addition to whatever other remedies the Company may have. Injunctive relief is
in addition to any other available remedy, including damages.


Employee agrees that Employee will indemnify
and hold the Company harmless from any loss, cost, damage or expense (including
attorneys’ fees) incurred by the Company arising out of Employee’s breach of
any portion of this Agreement, whether or not such breach results in litigation
or other formal proceedings.



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22.         Miscellaneous.


a.             Counterparts.  This Agreement may be executed in several
counterparts each of which is an original. 
This Agreement and any counterpart so executed shall be deemed to be one
and the same instrument.  It shall not be
necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.


b.            Contents of Agreement;
Parties In Interest, Etc.  This Agreement
sets forth the entire understanding of the Parties.  Any previous agreements or understandings
between the parties regarding the subject matter hereof are merged into and
superseded by this Agreement.  If there
are any inconsistencies between the terms of this Agreement and the Company’s
Employee Handbook, this Agreement shall control.  All representations, warranties, covenants,
terms, conditions and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective heirs, legal
representatives, successors and permitted assigns of the Company and
Employee.  Neither this Agreement nor any
rights, interests or obligations hereunder may be assigned by any Party without
the prior written consent of the other Party hereto.


c.             GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS.  Each
Party irrevocably (a) consents to the exclusive jurisdiction and venue of the
federal and state courts located in State of Florida, in any action arising
under or relating to this Agreement, and (b) waives any jurisdictional defenses
(including personal jurisdiction and venue) to any such action.


d.            Section Headings.  The section headings herein have been
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.


e.             Notices.  All notices, requests, demands and other
communications which are required or permitted hereunder shall be sufficient if
given in writing and delivered personally or by registered or certified mail,
postage prepaid, by a nationally recognized overnight courier service, or by facsimile
transmission (with a copy simultaneously sent by registered or certified mail,
postage prepaid), as follows (or to such other address as shall be set forth in
a notice given in the same manner):


(1)           If to the Company, to:


Bravera, Inc.


c/o Shea Development
Corp.

1351 Dividend Drive, Suite G


Marietta, GA  30067


Attn:  Francis
E. Wilde


with a copy to:


Dunnington, Bartholow and Miller

477 Madison Avenue

12th Floor



 12
 









New York, NY 10022


Attention: 
Robert T. Lincoln, Esq.


(2)           If to Employee, to:


Christopher Watson


4446-1A Hendricks Avenue,
Suite 246


Jacksonville, Fla. 32207


All such notices shall be deemed to have been received
on the date of delivery.


f.             Location of
Employment.  The location of employment
of Employee shall be the State of Florida. 
This Agreement will not require relocation unless mutually agreed upon
by the Company and Employee.


g.            Modification
and Waiver.  Any of the terms or
conditions of this Agreement may be waived in writing at any time by the party
which is entitled to the benefits thereof, and this Agreement may be modified
or amended at any time by the Company and Employee.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by each of the parties
hereto.  No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof nor shall such waiver constitute a continuing waiver.


h.            Arbitration.  Any claim or controversy arising out of or
relating to this Agreement or any breach thereof shall be settled by
arbitration.  The venue for any such
arbitration shall be Orlando, Florida, or such other location as the parties
may mutually agree.  Except as expressly
set forth herein, all arbitration proceedings under this Section 22(h) shall be
undertaken in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the “AAA”) then in force.  Only individuals who are (i) lawyers engaged
full-time in the practice of law and (ii) on the AAA register of arbitrators
shall be selected as an arbitrator. 
There shall be one arbitrator who shall be chosen in accordance with the
rules of the AAA.  Within twenty (20)
days of the conclusion of the arbitration hearing, the arbitrator shall prepare
written findings of fact and conclusions of law.  Judgment on the written award may be entered
and enforced in any court of competent jurisdiction.  It is mutually agreed that the written
decision of the arbitrator shall be valid, binding, final and non-appealable;
provided however, that the parties hereto agree that the arbitrator shall not
be empowered to award punitive damages against any party to such
arbitration.  The arbitrator shall
require the non-prevailing party to pay the arbitrator’s full fees and expenses
or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s
fees and expenses will be borne equally by the parties thereto.  In the event action is brought to enforce the
provisions of this Agreement pursuant to this Section 22(h), the non-prevailing
parties shall be required to pay the reasonable attorneys’ fees and expenses of
the prevailing parties, except that if in the opinion of the court or
arbitrator deciding such action there is no prevailing party, each party shall
pay its own attorneys’ fees and expenses.


[Signatures
on Following Page]



 13
 









I HAVE READ THIS AGREEMENT CAREFULLY.  I ACKNOWLEDGE THAT THIS AGREEMENT DESCRIBES
THE BASIC LEGAL AND ETHICAL RESPONSIBILITIES THAT I AM REQUIRED TO OBSERVE AS
AN EMPLOYEE EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION.


IN WITNESS WHEREOF, the parties
hereto have executed or have caused this Agreement to be duly executed as of
the date first  above written.


	
  EMPLOYEE

  
	
   

  
	
   

  
	
  

  	
   

  
	
  Name:
  Christopher Watson

  
	
   

  
	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  Bravera, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
   

  	
  

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
  E. Joseph
  Vitetta, Jr.

  	 

	
   

  	
  Title:

  	
  Secretary

  	 

						



 



 14
 









 


	
  

  	
  AGREED TO & ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  Shea Development
  Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Francis E. Wilde

  
	
   

  	
  Title:

  	
  Chairman and CEO

  
					



 



 15















EXHIBIT A


Software


“Bravera Process
Director”

“Bravera Content Director”

“Bravera RAPID Workplace” which includes the prior versions branded as “Bravera
RAPID”


















APPENDIX
1


List of Agreements regarding
confidentiality or ownership


of intellectual property between
Employee


and any
person or entity other than the Company



 17