Exhibit
10.13


THIS SECURITY HAS BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH,
ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”).


THE SECURITIES
REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE ACT OR REGISTERED
OR QUALIFIED UNDER ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.  THESE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER
SUCH LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE PARENT TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED.


RIPTIDE
SOFTWARE, INC.

CONVERTIBLE SUBORDINATE NOTE


	
  US $                    

  	
               ,
  2007

  



 


Riptide Software,
Inc., a Florida corporation, with its registered office at 3452 Lake Lynda
Drive, #350, Orlando, Florida 32817 (the “Obligor”,
which term, as used herein, shall include any successor thereto), for value
received, hereby executes and delivers this Convertible Subordinate Note (this “Note”) in favor of                        
(the “Holder”), and hereby promises to
pay to Holder, his designees or his successors and permitted assigns, the
principal sum of US$              (the
“Principal Amount”) together with
any accrued and unpaid interest through and including the Maturity Date as
herein provided at a rate per annum equal to the Prime Rate (the “Accrued Interest”) in accordance
with Section 2 hereof. This Note is issued in connection with the transactions
described in that certain Agreement and Plan of Merger, dated as of April 4,
2007, by and among Shea Development Corp., a Nevada corporation (“Parent”), Shea Development
Acquisition No. 2 Corp., a Nevada corporation (“Merger
Sub”), Obligor, and holders of the outstanding capital stock of
Obligor including Holder (the “Merger Agreement”).  Interest hereunder shall be computed on the
basis of a 360-day year consisting of twelve 30-day months for the actual
number of days elapsed.


Capitalized terms
used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in Section 10.


1.                                      Maturity
Date.


The then Principal
Balance, together with the Accrued Interest thereon as set forth above (subject
to any reductions per Section 8), shall become due and payable on                  (the
“Maturity Date”).


2.                                      Payment
Schedule


(a)           Principal
Payments.  Principal payments
in the amount of $             
shall be made by the Obligor to the Holder on the first anniversary and the
second anniversary of the Issue Date, with the remaining principal payment in
the amount of $            
being made by the Obligor to the Holder on the third anniversary of the Issue
Date.  Each such principal payment













shall, upon payment as provided in this paragraph, be subtracted from
the Principal Amount to arrive at the then outstanding principal balance
hereunder (the “Principal Balance”).


(b)           Interest
Payments.  Interest payments
hereunder shall accrue commencing on the Issue Date and shall be paid by the
Obligor to the Holder in the form of Parent Common Stock on each of the first,
second and third anniversary of the Issue Date. 
Interest hereunder will accrue commencing on the Issue Date and
thereafter on each applicable interest payment date pursuant to the foregoing
sentence and be paid by the Obligor to the Holder on each subsequent
anniversary date.  For the purpose of
calculating the number of shares of Parent Common Stock due to the Holder at
each interest payment date, the Accrued Interest shall be divided by the Note
Conversion Price.  Notwithstanding any
provision of this Note to the contrary, interest will accrue and be payable
under and pursuant to this Note until all indebtedness under this Note
(including, but not limited to, all unpaid principal and all accrued but unpaid
interest) is paid in full, unless Holder shall have otherwise converted this
Note in accordance with the terms set forth in Section 8 hereof.  In the event that any indebtedness under this
Note (including, but not limited to, all unpaid principal and all accrued but
unpaid interest) remains unpaid after the Maturity Date or Default Date, then
Obligor shall be in default under this Note and such indebtedness shall bear
interest at the rate of the Prime Rate plus         percent
(        %) per annum (the “Default Rate”) until such indebtedness
is paid in full.


3.                                      Acceleration.


Notwithstanding
any provision hereof to the contrary, the obligations of Obligor hereunder
shall forthwith mature and immediately accelerate and shall be immediately due
and payable on the Default Date (as hereinafter defined) in the event that any
of the following occurs (each, a “Default Event”):
(i) the business of Obligor is discontinued, sold, liquidated or otherwise
disposed of, including by merger, consolidation, sale of all or substantially
all of the assets, liquidation or dissolution; 
(ii) Obligor’s (A) admission in writing of its inability to pay its
obligations as they become due, (B) assignment for the benefit of its
creditors, or (C) application for, consent to or acquiescence in, the
appointment of a trustee, receiver or other custodian for Obligor, the property
of Obligor or any part thereof or, in the absence of any application, consent
or acquiescence, the appointment of a trustee, receiver or other custodian for
Obligor or a substantial part of the property of Obligor, which appointment is
not discharged within sixty (60) days; 
(iii) commencement of any case under Title 11 of the United States Code
or any other bankruptcy, reorganization, receivership, custodianship or similar
proceeding under any state or federal law by or against Obligor and, with
respect to any such case or proceeding that is involuntary, such case or
proceeding is not dismissed within ninety (90) days of the filing
thereof;  (iv) Obligor defaults in the
full, prompt and complete performance of all terms, conditions, covenants and
obligations contained in this Note (including Obligor’s failure to pay any
amounts under this Note when due), or instrument executed and delivered by
Obligor to Holder in connection with this Note; or  (v) commencement of any litigation or
proceeding before any court, government or governmental agency, body or
instrumentality (federal, state, local or foreign) against or affecting
Obligor, and such litigation or proceeding substantially impairs the ability of
Obligor to perform its obligations under this Note. The date on which any
Default Event occurs is referred to herein as the “Default
Date.”  No remedy herein
conferred upon or reserved to the Holders is intended to be exclusive of any
other remedy or remedies, and



 2
 









each and every such
remedy shall be cumulative, and shall be in addition to every other remedy
given hereunder, or now or hereafter existing at law or in equity.


4.                                      Prepayments.


The Principal
Amount or Principal Balance, as applicable, of this Note may be prepaid by
Obligor at any time.


5.                                      Method
of Payment.


Obligor shall pay
the Principal Amount and any other amounts payable in cash hereunder
(including, at Holder’s option, any amounts payable under the Default Rate) in
cash by wire transfer of immediately available funds to an account designated
by Holder or, if no account has been designated, by certified check delivered
to Holder at such place as Holder shall designate to Obligor in writing.


6.                                      Presentment
Waived.


Obligor hereby
expressly waives presentment for payment, demand, notice of dishonor, protest,
notice of protest, notice of default, notice of demand, notice of nonpayment,
notice of intent to accelerate and any other notice required to be given under
the law to Obligor in connection with the delivery, acceptance, performance
default or enforcement of this Note.  In
any action on this Note, Holder need not produce or file the original of this
Note but only need produce or file a photocopy of this Note certified by the
Holder to be a true and correct copy of this Note.  Acceptance by Holder of any payment that is
less than the full amount then due and owing hereunder shall not constitute a
waiver of Holder’s right to receive payment in full at such time or at any
prior or subsequent time.


7.                                      Order
of Priority.


Prior to the
Maturity Date, except for the obligations of Obligor upon any payment or
conversion of the Principal Amount or Principal Balance, as applicable, in
accordance with the terms of this Note, all indebtedness evidenced by this Note
shall be:


(a)           With respect to all money and property of
Obligor (the “Property”),
subordinated to (i) all other existing secured indebtedness of Obligor to
financial institutions (and specifically excluding trade debt, inter-company
debt or debt owing to affiliates), and (ii) to the extent consented to by the
Holder in writing, indebtedness incurred after the Issue Date but prior to the
Maturity Date (the “Senior Indebtedness”);


(b)           Not subject to any right of set-off; and


(c)           Except upon the Maturity Date or the Default
Date, Holder shall not claim, request, demand, sue for, take or receive
(whether by way of set-off or in any other manner and whether from Obligor or
any other person) any Property which is subject to any Senior Indebtedness.



 3
 









8.                                      Conversion
Rights.


(a)           Optional
Conversion.


(i)                                     At any time prior
to the Maturity Date, at the option of Holder in his sole discretion, all or
any portion of the Principal Amount or Principal Balance, as applicable, of
this Note may be converted (an “Optional
Conversion”) into a number of shares of Parent Common Stock (the
“Optional Conversion Shares”)
equal to the amount of the Principal Amount or Principal Balance, as
applicable, to be converted divided by the Note Conversion Price.


(ii)                                  In order to exercise
the right of Optional Conversion, Holder shall surrender this Note at the
principal office of Obligor and shall give written notice of such exercise,
substantially in the form of Appendix 1 attached hereto (the “Conversion Notice”), to Obligor at such
office.  Such Optional Conversion shall
be deemed to have been effected at the close of business on the date on which
such Conversion Notice, duly completed and executed, shall have been given as
aforesaid, and, at such time, such portion of the Principal Amount or Principal
Balance, as applicable, as is subject to such Optional Conversion shall be
applied by Parent for and on behalf of Obligor in full payment of the Optional
Conversion Shares to be issued by Parent to Holder as a result of the Optional
Conversion and such application shall discharge Obligor from all liability in
respect of such portion of the Principal Amount or Principal Balance, as
applicable, that is converted, and Holder shall be deemed for all purposes to
have become the holder of the Optional Conversion Shares.


(iii)                               As promptly as
practicable, but in no event later than five (5) Business Days, after an
Optional Conversion, (1) Obligor, at its expense, shall cause the Conversion
Notice presented by Holder to Obligor, and any other documents necessary for
such Optional Conversion, to be effected, (2) Parent shall cause the Optional
Conversion Shares to be issued to Holder and shall cause Holder’s name to be
entered in the Parent’s shareholders’ registry with respect to such Optional
Conversion Shares, (3) Obligor shall cause to be paid to Holder all Accrued
Interest through and including the date of the Optional Conversion on that
portion of the Principal Amount or Principal Balance, as applicable, subject to
such Optional Conversion and (4) Obligor shall cause to be delivered to Holder
a Convertible Subordinate Note, in form and substance identical to this Note,
for the remaining Principal Balance if such Optional Conversion was not for the
entire portion of the Principal Amount or Principal Balance, as
applicable.  Notwithstanding any
provision of this Note to the contrary, no Optional Conversion shall be deemed
to have occurred unless and until Obligor shall have complied with the
obligations set forth in this paragraph, whereupon such Optional Conversion
shall be deemed to have been effective as of the date the Conversion Notice is
given to Obligor; provided, however, that no failure by Obligor to so comply
with such



 4
 









obligations shall prohibit Holder from exercising his rights as the
holder of the Optional Conversion Shares.


(b)           Maturity
Conversion.


(i)                                     Upon the Maturity
Date, at the option of Holder in his sole discretion, the Holder may convert the
entire remaining Principal Balance and Accrued Interest of this Note (the “Maturity Conversion”) into a number of
shares of Parent Common Stock (the “Maturity
Conversion Shares”) equal to the amount of the Principal Balance
plus the Accrued Interest to be converted divided by the Note Conversion Price.


(ii)                                  In order to exercise
the right of Maturity Conversion, Holder shall surrender this Note at the
principal office of Obligor and shall give written notice of such exercise,
substantially in the form of the Conversion Notice, to Obligor at such
office.  Such Maturity Conversion shall
be deemed to have been effected at the close of business on the date on which
such Conversion Notice, duly completed and executed, shall have been given as
aforesaid, and, at such time, the entire remaining Principal Balance and
Accrued Interest as is subject to such Maturity Conversion shall be applied by
Parent for and on behalf of Obligor in full payment of the Maturity Conversion
Shares to be issued by Parent to the Holder as a result of the Maturity
Conversion and such application shall discharge Obligor from all liability in
respect of the Principal Balance of this Note, and Holder shall be deemed for
all purposes to have become the holder of the Maturity Conversion Shares.


(iii)                               As promptly as
practicable, but in no event later than five (5) business days, after a
Maturity Conversion, (1) Obligor, at its expense, shall cause the Conversion
Notice presented by Holder to Obligor, and any other documents necessary for
such Maturity Conversion, to be effected, (2) Parent shall cause the Maturity
Conversion Shares to be issued to Holder and shall cause Holder’s name to be
entered in the Parent’s shareholders’ registry with respect to such Maturity
Conversion Shares, and (3) Obligor shall cause to be paid to Holder all Accrued
Interest through and including the date of the Maturity Conversion on that
portion of the Principal Balance subject to such Maturity Conversion.  Notwithstanding any provision of this Note to
the contrary, no Maturity Conversion shall be deemed to have occurred unless
and until Obligor shall have complied with the obligations set forth in this
paragraph, whereupon such Maturity Conversion shall be deemed to have been
effective as of the Maturity Date; provided, however, that no failure by
Obligor to so comply with such obligations shall prohibit Holder from
exercising his rights as the holder of the Maturity Conversion Shares.



 5
 









9.                                      Miscellaneous.


(a)           Actions
by Obligor.  Prior to the
Maturity Date, any right, option, discretion, obligation, notice, approval,
consent, authorization or other action required or permitted to be exercised,
performed, given or taken by Obligor or its Board under this Note in order to
enforce Obligor’s rights under this Note shall be exercised, performed, given
or taken only pursuant to a resolution duly adopted by the Board.  Notwithstanding the foregoing, time shall be
of the essence with regard to each and every term, condition and obligation of
the Obligor under this Note.


(b)           No Dividends.  Obligor shall not pay any dividend or make any distribution on any shares of its
capital stock at any time during which any indebtedness under this Note
(including, but not limited to, all unpaid principal and all accrued but unpaid
interest) remains unpaid.


(c)           Issuance of Parent Common Stock; Reservation of Shares.  Parent
represents and warrants to Holder that: (i) all shares of Parent Common Stock
which may be issued to the Holder hereunder shall, upon issuance pursuant to
the terms hereof, be duly authorized, validly issued, fully paid, and
non-assessable shares of Parent Common Stock free from all taxes, liens and
charges with respect to the issue thereof; and (ii) at all times during which
any indebtedness under this Note (including, but not limited to, all unpaid
principal and all accrued but unpaid interest) remains unpaid, Parent shall
have authorized, and shall have reserved for issuance, a sufficient number of
shares of Parent Common Stock to accommodate Holder’s rights under Sections 2(b)
and 8 hereof.


(d)           Specific
Performance.  Obligor and
Holder acknowledge and agree that in the event of any breach of this Note, the
non-breaching party would be irreparably harmed and could not be made whole
solely by monetary damages. Obligor and Holder hereby agree that in addition to
any other remedy to which any party may be entitled at law or in equity, to the
extent permitted by applicable law, Obligor and Holder shall be entitled to
obtain an injunction or compel specific performance of this Note in any action
instituted in any Court.


(e)           Interpretation.  The headings and captions in this Note are
for convenience of reference only and shall not control or affect the meaning
or construction of any provisions hereof. When used in this Note, (i) the symbol
“$” shall refer to the lawful currency of the United States of America and (ii)
the words “including” and “include” shall be deemed followed by the words “without
limitation.”


(f)            Notices.  All notices and other communications required
or permitted to be given hereunder shall be in writing and shall be (i)
delivered by hand, (ii) delivered by a reputable commercial overnight delivery
service, or (iii) transmitted by facsimile, in each case, sent to the address
or telecopier number set forth below. Such notices shall be effective: (i) in
the case of hand deliveries, when received; (ii) in the case of an overnight
delivery service, when received; and (iii) in the case of facsimile
transmission, when electronic confirmation of receipt is received by the sender.
Any party may change its address and telecopy number by written notice to
another party in accordance with this provision, provided that such notice
shall be effective only upon receipt.



 6
 









If to Obligor, to:


Riptide Software, Inc.


C/O  Dunnington, Bartholow & Miller LLP


477 Madison Avenue, 12th
Floor


New York, NY 10022


Telephone:     212-682-8811


Facsimile:       212-661-7769


Attention:  Frank Mooney/Robert
T. Lincoln


If to Holder, to:


 


 


 


 


If to Parent, to:


Shea Development Corp.


1351 Dividend Drive,
Suite G


Marietta, GA 30067


Telecopy:  (408) 516-8239


Attention: Joe Vitetta


(g)           Governing
Law; Forum; Service of Process. 
This Note shall be governed by and construed in accordance with the laws
of the State of New York (without giving effect to conflicts of law principles)
as to all matters, including validity, construction, effect, performance and
remedies of and under this Note. Venue in any and all suits, actions and proceedings
between the parties hereto and relating to the subject matter of this Note
shall be in the courts located in the State of New York (the “Courts”), which shall have exclusive
jurisdiction for such purpose, and Holder, Obligor and Parent hereby irrevocably
submit to the exclusive jurisdiction of such Courts and irrevocably waive the
defense of an inconvenient forum to the maintenance of any such suit, action or
proceeding. Service of process may be made in any manner recognized by such
Courts.  Holder and Obligor each hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Note or the transactions contemplated hereby.


(h)           Severability.  The invalidity, illegality or
unenforceability of one or more of the clauses or provisions of this Note in
any jurisdiction shall not affect the validity, legality or enforceability of
this Note in such jurisdiction or the validity, legality or enforceability of
this Note, including any such clause or provision, in any other jurisdiction,
it being intended that all rights and obligations of the parties hereunder
shall be enforceable to the fullest extent permitted by law.


(i)            Successors;
Assigns; Third-Party Beneficiaries. The provisions of this Note
shall be binding upon the parties hereto and their respective heirs, successors
and permitted assigns. Neither this Note nor the rights or obligations of
Obligor may be assigned by Obligor without the prior written consent of
Holder.  Holder may assign his rights or
obligations hereunder to any



 7
 









Affiliate, provided that any assignment to an Affiliate which is not a
wholly owned subsidiary of the Holder shall be subject to the prior written
consent of Obligor which consent shall not be unreasonably withheld or delayed.
Any attempted assignment in contravention of this Note shall be null and void
and of no effect.  This Note is for the
sole benefit of the parties hereto and their respective heirs, successors and
permitted assigns and no provision hereof, whether express or implied, is
intended, or shall be construed, to give any other Person any rights or
remedies, whether legal or equitable, hereunder.


(j)            Amendments.  This Note may not be amended, modified or
supplemented except in a writing signed by Obligor and Holder.


(k)           Waiver.  Any waiver (whether express or implied) of
any default or breach of or by any party to this Note shall not be effective
unless evidenced by a writing signed by the party against which such waiver is
sought to be enforced. No such waiver for any purpose shall constitute a waiver
of any other or subsequent default or breach, or for any other purpose.


(l)            Legality
of Interest.  Notwithstanding
any provision herein or in any document or instrument now or hereafter securing
this Note, the total liability for payments in the nature of interest shall not
exceed the limits now imposed by applicable law.  Any sums collected by Holder deemed to be
interest in excess of the legal rate shall, at the option of Holder, (a) be
returned to Obligor or (b) to the extent permitted by applicable law, be
applied by Holder in payment of the outstanding Principal Balance under this
Note.


(m)          Attorneys’
Fees.  If any suit or action
is instituted or attorneys are employed to collect this Note or any part
hereof, Obligor promises and agrees to pay all costs and expenses of
collection, including reasonable attorneys’ fees and court costs.


10.                               Definitions.


As used in this
Note, the following terms shall have the following meanings:


“Affiliate” has the meaning
specified in Rule 12b-2 promulgated under the United States Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.


“Board” means the board of directors
of Obligor.


“Business Day” means any day other
than a Saturday, Sunday or other day on which banks in the City of New York,
State of New York, United States of America are required or authorized to be
closed.


“Conversion Notice” has the meaning
specified in Section 8(a)(ii).


“Convertible Subordinate Note” means
this Convertible Subordinate Note and all amendments made hereto in accordance
with the provisions hereof.


“Court” has the meaning specified in
Section 9(g).



 8
 









“Holder” has the meaning specified
in the Preamble.


“Issue Date” means the date of first
issuance of this Note as first set forth above.


“Maturity Conversion” has the
meaning specified in Section 8(b)(i).


“Maturity Conversion Shares” has the
meaning specified in Section 8(b)(i).


“Maturity Date” has the meaning
specified in Section 1.


“Note” means this Convertible
Subordinate Note and all amendments made hereto in accordance with the
provisions hereof.


“Note Conversion Price” means $       .


“Obligor” has the meaning specified
in the Preamble.


“Optional Conversion” has the
meaning specified in Section 8(a)(i).


“Optional Conversion Shares” has the
meaning specified in Section 8(a)(i).


“Parent” has the meaning specified
in the Preamble.


“Parent Common Stock” means the
common stock, par value           
per share, of Parent or the shares of common stock of any entity that succeeds
to the business of Parent, including without limitation, by merger, acquisition
or reorganization.


“Person” means any individual, firm,
corporation, proprietary, public or private company, partnership, limited
liability company, public liability company, trust or other entity, and shall
include any successor (by merger or otherwise) of such entity.


“Prime Rate” means the rate per
annum reported from time to time in The Wall Street Journal or the prime
rate charged by one or more banks in the United States in connection with loans
made to customers.


“Principal Amount” has the meaning
specified in the Preamble.


“Principal Balance” has the meaning
specified in Section 2(a).



 9
 









IN WITNESS
WHEREOF, Obligor has caused this Convertible Subordinate Note to be duly executed
and delivered as of the date first set forth above.


	
  

  	
  RIPTIDE SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Philip Loeffel

  
	
   

  	
   

  
	
   

  	
  Title: CEO

  
					



 


Parent hereby acknowledges and
agrees to the terms

of this Convertible Subordinate Note, including its

obligation to issue shares of its common stock, par

value $.           per share,
hereunder:


	
  SHEA DEVELOPMENT CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
						



 



 10
 









APPENDIX
1


Form of


CONVERSION
NOTICE


To:   Riptide Software, Inc.


The undersigned
registered Holder of the attached Convertible Subordinate Note, dated as of           
2007, (the “Note”) originally executed by
Riptide Software, Inc., a company organized under the laws of the State of
Florida (the “Obligor”), in favor of Philip
Loeffel  (the “Holder”),
hereby irrevocably exercises the option to convert $          of
the Principal Amount or such lesser amount, or the Principal Balance, as
applicable, under the Note into the Optional Conversion Shares or Maturity Conversion
Shares, as applicable, in accordance with the terms of the Note, and directs
that the certificates representing such Optional Conversion Shares or Maturity
Conversion Shares, as applicable, issuable and deliverable upon such conversion
be issued and delivered to the registered Holder hereof unless a different name
has been indicated below. Capitalized terms used in this Conversion Notice and
not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Note.


	
  

  	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s)

  



 



 11