Exhibit
10.1


EMPLOYMENT
AGREEMENT


This EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of March 31, 2007 by and between Shea Development
Corp.., a Nevada corporation (the “Company”), and Richard Connelly, an
employee of the Company (“Employee”).


RECITALS:


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 Senior Vice
President and Chief Financial Officer of the Company and shall report directly
to the Chairman and Chief Executive Officer of the Company.  Employee shall also serve in such additional
capacities as may be assigned to him from time to time by the Board of
Directors of 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.


3.             Term.  The term of employment hereunder shall
commence as of the date hereof (the “Commencement Date”) and shall
continue for Three (3) years unless sooner terminated earlier 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 at the rate of $185,000.00, payable
semi-monthly in accordance with the Company’s standard payroll policies,
subject to annual increases (but not decreases) in the discretion of the Board;
provided that such increase shall not be less than, measured on a percentage
basis the change in the national Consumer Price Index, All Urban Consumer,
U.S., City Average, All Items, as published by the Bureau of Labor Statistics,
U.S. Department of Labor (“CPI-U”) for the corresponding year.  The measuring dates for determining the
percentage increase that occurred in the CPI-U shall be the month of January
for the current and preceding years. The increase shall become effective on
March 1, of each year throughout the Term.













(b)           Taxes and Withholdings.  All taxes and governmentally required
withholdings shall be deducted from any amount paid by the Company to Employee
hereunder in conformity with applicable laws.


(c)           Performance Bonuses.  Employee shall be entitled to receive
performance bonuses based on performance criteria mutually agreed to by
Employee and the Board from time to time. Such bonus program shall provide for
a minimum of $100,000.00 in bonus compensation annually ($75,000.00 for the
calendar year 2007), which includes a minimum of $20,000.00 attributable to the
Company achievement of the annual financial plan ($15,000 for calendar year
2007), such bonus to be paid annually; plus quarterly bonus amounts of at least
$20,000.00 per quarter, 50% of which is earned based on the Company achievement
of planned quarterly group objectives and 50% of which is earned based on the
individual achievement of planned individual objectives for the quarter.  The first quarterly bonus for the quarter
ending June 30, 2007 in the amount of $20,000.00 shall be considered earned for
both group and individual objectives and payment for such quarterly bonus is
guaranteed.


(d)           Equity Based Compensation.  The Company plans to establish one or more
Incentive Stock Option plans (the “ISO Plans”) for Company Directors,
Company Officers and other key employees of the Company and will use its best
efforts to establish the effectiveness of such ISO Plans within 90 days of the
Commencement Date (the “ISO Plan Date”). The ISO Plans will provide for
the grant to Company Directors, Company Officers and other key employees of the
Company, including Employee, incentive stock options (the “ISO”) to
acquire shares of the capital stock of the Company in accordance with the terms
of the ISO Plans.  The date on which the
Company grants the ISO to Employee will be the grant date (the “ISO Grant Date”).  The strike price for the ISO shall be the
fair market value for the particular class of capital stock of the Company
granted to Employee under the ISO Plans on the ISO Grant Date.  The vesting rights and benefits for each ISO
granted shall vest in the Employee no slower than 1/36th of the total ISO granted each month for the 36
months immediately following the ISO Grant Date; and in addition such vesting
shall be accelerated and immediately vested for all unvested ISO shares in the
event of a Change of Control, or for early termination without Cause as defined
in Sections 7 and 8, or for early termination for Good Reason as defined in
Section 10.  Vesting will otherwise cease
upon termination of employment from the Company by Employee upon such Termination
Date.


(i)          Employee shall receive an ISO for
500,000 shares of capital stock of the Company with an ISO Grant date equal to
the ISO Plan Date under the ISO Plans.


(ii)         Employee is an Officer of the Company
and shall receive additional ISO’s granted to all Officers of the Company from
time to time by the Board, proportionate to Employee’s position as an Officer
of the Company.


(e)           Other Equity Based Compensation.  The Company plans to establish one or more
Restricted Stock Grant plans (the “Restricted Stock Grant Plans”) for
Company Directors and Company Officers of the Company and will use its best
efforts to establish 



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the
effectiveness of such Restricted Stock Grant Plans within 90 days of the
Commencement Date (the “Restricted Stock Grant Plan Date”). The
Restricted Stock Grant Plans will provide for the grant to Company Directors
and Company Officers of the Company, including Employee, grants of restricted
stock (the “Restricted Stock Grant”) to acquire shares of the capital
stock of the Company in accordance with the terms of the Restricted Stock Grant
Plans.  The date on which the Company
grants the Restricted Stock Grant to Employee will be the grant date (the “Restricted
Stock Grant Date”).  The strike price
for the Restricted Stock Grant shall be the fair market value for the
particular class of capital stock of the Company granted to Employee under the
Restricted Stock Grant Plans on the Restricted Stock Grant Date.  The vesting rights and benefits for each
Restricted Stock Grant granted shall vest in the Employee immediately on the
Restricted Stock Grant Date; and in addition the restriction on such Restricted
Stock Grants shall be lifted twelve (12) months following the Restricted Stock
Grant Date; and further the lifting of such restrictions shall be accelerated
and immediately lifted for all Restricted Stock Grant shares in the event of a
Change of Control, or for early termination without Cause as defined in
Sections 7 and 8, or for early termination for Good Reason as defined in
Section 10.


(i)          Employee is an Officer of the Company
and shall receive Restricted Stock Grants granted to all Officers of the
Company from time to time by the Board, 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 practice.  Employee shall take
vacations at such time or times as shall be reasonable as mutually determined
by Employee and Company based upon the current duties.


(c)           Other. Employee shall be
entitled to the following according to policy and practices established by
Company from time to time:


(i)          Corporate Credit Card


(ii)         Cell Phone


(iii)        High Speed Internet


(iv)       Laptop Computer


(d)           Key Man Life Insurance.  The Company shall establish and pay all
premiums for key man Life Insurance policies on Employee under new
policies.  There 



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shall be
$1,000,000 face amount of Life Insurance with the Company named as the
beneficiary, and there shall be $1,000,000 face amount of Life Insurance with the
Spouse of Employee named as the beneficiary.


6.             Expenses Reimbursement.  The Company shall reimburse Employee for all
reasonable 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 business expenses, 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.


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 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 of
this Agreement 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” shall
be deemed to exist upon (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 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; (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 fraudulent act;
(v) the unauthorized disclosure by Employee of any material trade secret or
material confidential information of the Company or any of its subsidiaries;
(vi) the 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 the Company; or (viii) the material breach by Employee of any
agreement to which the Company and Employee are parties, which material breach
remains uncured by Employee for a period of 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.  Upon
termination of this Agreement pursuant to this Section 8, Employee shall be
entitled to receive, (i) an amount equal to Employee’s annual salary accrued
and unpaid as of the Termination Date, (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) salary, plus all performance bonuses to
which Employee would have been entitled as 



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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) continue
to provide Employee, at Company expense, with the same medical coverage
Employee carried while an active employee 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”).  All of the foregoing shall be payable in
accordance with the Company’s then effective payroll schedule applicable to
Employee.  All payments under this
Section 8 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.


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 (whether
or not consecutive) during any twelve months, all as determined in good faith
by the Board.  Upon termination of this
Agreement pursuant to this Section 9, Employee (or his heirs or legal
representatives, as the case may be) shall be entitled to receive, in full
settlement and discharge of the Company’s obligation to Employee, a lump sum
amount equal to all compensation accrued and unpaid as of the Termination Date.


10.           Termination
by Employee.


(a)           Employee
may terminate his employment under this Agreement at any time upon thirty (30)
days notice to the Company.  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 plus
performance bonuses 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).  Upon
termination of this Agreement pursuant to this Section 10(b), Employee shall be
entitled to receive, (i) an amount equal to Employee’s annual salary accrued
and unpaid as of the Termination Date, (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) salary, plus 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) continue
to provide Employee, at Company expense, with the same medical coverage
Employee carried while an active employee for a period of six (6) months after the Termination Date, after
which Employee will be eligible under the provisions of COBRA.  All
of the foregoing shall be 



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payable in
accordance with the Company’s then effective payroll schedule applicable to
Employee.  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 material obligations to Employee under this Agreement or any other agreement with Employee, (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 thirty (30) days prior to the expiration of this Agreement, on terms
equal to or greater than the existing agreement.  Such termination for Good Reason shall only
be effective if Employee gives
the Company a minimum of 30 days’ written notice, provided that the occurrence
of such violation shall have occurred within the 60 days preceding such notice
and that the Company shall have failed to cure such violation within 30 days
after receipt of such notice.


11.           Covenants of Confidentiality and
Non-Competition.


(a)           Definitions.  For this Agreement, the following terms shall
have the meanings specified below:


(i)          “Person” - any individual,
corporation, partnership, association, unincorporated organization or other
entity.


(ii)         “Termination Date” - the last
day Employee is employed by Company, whether separation is voluntary or
involuntary and with or without Cause.


(iii)        “Confidential Information” - 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 nontechnical 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.


(iv)       “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 commissioned
a business plan or study on or before the Termination Date.



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(v)        “Company’s Business” means the
business of developing,
selling, leasing, licensing, installing, implementing and maintaining hardware
and software products to and for utilities and municipalities for the functions
that are specifically performed by the Company Products of (A) Acufile,
Intelliplant, and Utiliprice as it relates to tax and fixed asset management,
capital project management, book and tax depreciation, tax deferral and accrual,
work order management, and cost of service modeling and (B) Dynamic Virtual
Metering (DVM) as it relates to radio frequency based automatic meter reading,
throughout the Territory.


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


(vii)      “Territory” The term “Territory”
shall mean the worldwide.


(b)           Confidential Information.  Employee shall use his or her 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 or her 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 termination of employment and who continue to be employed or
engaged by Company, and with whom Employee had personal business contact with
during his or her 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
or her 



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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 any of the specific duties or activities which Employee performed
for Company during his or her employment for any Competing Business in the
Territory.  Employee further agrees that
during the period of his or her employment with 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.


(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.


12.           Work For Hire Acknowledgment;
Assignment.  Employee acknowledges
that 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”) since 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 or her 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.


13.           Inventions, Ideas and Patents.  Employee 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 in any way to
Company’s Business or Company’s Products or was conceived or made before or
during Employee’s employment by Company or within six months of the Termination
Date. Employee assigns to Company any such invention or idea in any way
connected with Employee’s employment or related to Company’s Business, research
or development, or demonstrably anticipated research or development, and will 



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cooperate with Company
and sign all papers deemed necessary by Company to enable it to obtain,
maintain, protect and defend patents covering such inventions and ideas and to
confirm Company’s exclusive ownership of all rights in such inventions, ideas
and patents, and irrevocably appoints Company as its agent to execute and
deliver any assignments or documents Employee fails or refuses to execute and
deliver promptly, this power and agency being coupled with an interest and
being irrevocable. This constitutes Company’s written notification that this
assignment does not apply to an invention for which no equipment, supplies,
facility or trade secret information of Company was used and which was
developed entirely on Employee’s own time, unless (a) the invention relates (i)
directly to Company’s Business, or (ii) to Company’s actual or demonstrably
anticipated research or development, or (b) the invention results from any work
performed by Employee for Company.


14.           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 such party will not
violate any agreement made by such party or to which such party 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 A.  If no inventions or ideas are listed on Appendix
A, 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 or might conflict with Employee’s employment or Employee’s
performance under this Agreement.  Except
as described on Appendix A, 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.


15.           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 Employee’s
aggregate compensation (including salary, bonuses, and commission, whether or
not paid) for the prior twelve 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 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 



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Section 15 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 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 12 month period, of more than 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 12 month period, resulting in any individual, corporation, trust or
other entity owning more than 50% of the issued and outstanding capital stock
of the Company.


16.           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.


17.           Remedies for Breach.  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:


(a)           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.


(b)           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.


(c)           Employee agrees that Employee will
indemnify and hold the Company harmless from any loss, cost, damage or expense
(excluding attorneys’ fees for which each party shall be individually
responsible) 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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18.           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)           TEXAS LAW TO GOVERN.  THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS 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 Tarrant County, State of Texas, 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:


Shea Development
Corp

Attention:  Robert Lincoln


477 Madison Avenue

12th Floor, Suite 1200

New York, NY 10022



 11
 









(2)                                  If
to Employee, to:


Richard Connelly

980 Foxdale

Fairview, Texas 75069


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 Texas.  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)           Mediation.  The Company and Employee shall mediate any
claim or controversy arising out of or relating to this Agreement or any breach
thereof if either of them requests mediation and gives written notice to the
other (the “Mediation Notice”). 
Any notice given pursuant to the preceding sentence shall include a
brief statement of the claim or controversy. 
If the Company and Employee do not resolve the claim or controversy
within five (5) days after the date of the Mediation Notice, the Company and
Employee shall then use reasonable efforts to agree upon an independent
mediator.  If the Company and Employee do
not agree upon an independent mediator within ten (10) days after the date of
the Mediation Notice, either party may request that JAMS/Endispute (“JAMS”),
or a similar mediation service of a similar national scope if JAMS no longer
then exists, appoint an independent mediator. 
The Company and Employee shall share the costs of mediation equally and
shall pay such costs in advance upon the request of the mediator or any
party.  Within ten (10) days after
selection of the mediator, the mediator shall set the mediation.  If the Company and Employee do not resolve the
dispute within thirty (30) days after the date of the Mediation Notice, the
dispute shall be decided by arbitration as set forth in Section 18(i) hereof.


(i)            Arbitration.  Any claim or controversy arising out of or
relating to this Agreement or any breach thereof shall be settled by
arbitration if such claim or controversy is not settled pursuant to Section
18(h) hereof.  The venue for any such
arbitration shall be Dallas, Texas, or such other location as the parties may
mutually agree.  Except as expressly set
forth herein, all arbitration proceedings under this Section 18(i) 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 



 12
 









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 18(i), 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.



 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ RICHARD
  CONNELLY

  	
   

  
	
   

  	
   

  	
  Name: Richard
  Connelly

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shea
  Development Corp

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ FRANCIS E. WILDE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Francis E. Wilde

  
	
   

  	
   

  	
  Its:

  	
  Chairman and CEO

  
	
   

  	
   

  	
   

  
							



 



 14














APPENDIX
A


INVENTIONS
AND IDEAS OWNED BY EMPLOYEE AND

AGREEMENTS BY WHICH EMPLOYEE IS BOUND